SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KOENIG DAVID

(Last)

(First)

(Middle)

20200 COTTAGEWOOD ROAD

(Street)

DEEPHAVEN

55331

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProUroCare Medical Inc. [ PUMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.00001 par value								1,875	I	Shares held by Clinical Network Management Corp., of which reporting person is a managing officer.
Common Stock, $0.00001 par value								26,571	I	Shares held by Clinical Network Inc., of which the reporting person is a managing officer.
Common stock, $0.00001 par value	12/01/2011		A⁽⁵⁾		8,182	A	$1.1	162,824	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$11.33							⁽¹⁾	04/19/2012	Common Stock, $0.00001 par value	3,000		3,000	D
Stock options	$1.5							⁽²⁾	09/29/2016	Common stock, $0.00001 par value	50,000		50,000	D
Warrants	$1.3							⁽¹⁾	08/02/2013	Common stock, $0.00001 par value	50,000		50,000	D
Stock Options	$1.72							⁽¹⁾	08/10/2017	Common stock, $0.00001 par value	14,535		14,535	D
Stock options	$0.87							⁽³⁾	08/09/2018	Common stock, $0.00001 par value	28,736		28,736	D
Convertible Note	$1.1	12/01/2011		A		$6,400		⁽¹⁾	02/28/2012	Common stock, $0.00001 par value	⁽⁴⁾	$1	$6,400	D

Explanation of Responses:

1. Currently exercisable.

2. Options shall vest on the latter of the date that the Company is cleared by the FDA to sell the ProUroScan System in the United States or the date the Company closes on an aggregate of $2,000,000 or more of incremental equity financing after the date of grant(including the exercise of existing warrants).

3. Annual option award pursuant to the Issuer's compensation policy for Directors upon their re-election to the Board of Directors at its annual shareholders' meeting. The seven-year options vest ratably over 12 months.

4. On December 1, 2011, the reporting person and the Company executed a convertible promissory note in the principal amount of $6,400 with a maturity date of February 28, 2012. The principal amount and interest accruing at a rate of 10% per year are convertible into common shares at $1.10 per share at any time through the maturity date. The number of shares to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within 2 business days after conversion. The issuer's Board of Directors specifically approved the transaction as exempt from the requirements of Section 16b as provided by Rules 16b-3(d).

5. Shares issued in lieu of cash for directors' fees as approved by the Board of Directors which are exempt under section 16b-3(d).

	Richard B. Thon by power of attorney	12/02/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.