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

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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^*

HERMAN DENNIS

(Last)

(First)

(Middle)

C/O CANDELA CORPORATION

530 BOSTON POST ROAD

(Street)

WAYLAND

01778

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CANDELA CORP /DE/ [ CLZR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. V.P., North American Sales

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2006

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, $0.01 par value per share	05/04/2006		M		5,000	A	$4.67	5,000	D
common stock, $0.01 par value per share	05/04/2006		M		13,620	A	$11.96	18,620	D
common stock, $0.01 par value per share	05/04/2006		M		1,380	A	$11.96	20,000	D
common stock, $0.01 par value per share	05/04/2006		M		5,000	A	$9.5	25,000	D
common stock, $0.01 par value per share	05/04/2006		S		25,000	D	$20.5234	0	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)
Incentive Stock Option (Right to Buy)	$4.67	05/04/2006		M			5,000	04/29/2004⁽¹⁾	04/29/2013	common stock, $0.01 par value per share	5,000	$0	15,000	D
Incentive Stock Option (Right to Buy)	$11.96	05/04/2006		M			13,620	01/26/2005⁽²⁾	01/26/2014	common stock, $0.01 par value per share	13,620	$0	0	D
Non-Qualified Stock Option (Right to Buy)	$11.96	05/04/2006		M			1,380	01/26/2005⁽³⁾	01/26/2014	common stock, $0.01 par value per share	1,380	$0	0	D
Non-Qualified Stock Option (Right to Buy)	$9.5	05/04/2006		M			5,000	02/11/2005⁽⁴⁾	02/11/2015	common stock, $0.01 par value per share	5,000	$0	5,000	D

Explanation of Responses:

1. Granted options to purchase 40,000 shares of common stock, $0.01 par value per share, on 04/29/2003. These options are exercisable in four equal annual installments beginning one year after 04/29/2003. Options have previously been exercised with respect to 20,000 shares.

2. Granted options to purchase 13,620 shares of common stock, $.01 par value per share, on 01/26/2004. These options were originally exercisable in four annual installments of 2,370, 3,750, 3,750 and 3,750, respectively, beginning one year after 01/26/2004. The exercise dates were accelerated and all remaining options vested on 05/02/2005. No options have previously been exercised.

3. Granted options to purchase 1,380 shares of common stock, $.01 par value per share, on 01/26/2004. These options were exercisable in one installment one year after 01/26/2004. No options have previously been exercised.

4. Granted options to purchase 10,000 shares of common stock, $.01 par value per share, on 02/11/2005. These options were exercisable in one installment on 02/11/2005. No options have previously been exercised.

	/s/ Thomas H. Redekopp for Dennis Herman	05/08/2006
	** 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).
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