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*
Klemz Kevin M
(Last) (First) (Middle)
C/O EV3 INC.
3033 CAMPUS DRIVE
(Street)
PLYMOUTH MN 55441
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ev3 Inc. [ evvv ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP, Secretary and CLO
3. Date of Earliest Transaction (Month/Day/Year)
07/09/2010
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)
Code V Amount (A) or (D) Price
Common Stock 07/09/2010 U 31,194 D $22.5 46,633 D
Common Stock 07/12/2010 D 46,633(1) D $22.5 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $16.64 07/12/2010 D 37,500 (2) 10/04/2017 Common Stock 37,500 $5.86(2) 0 D
Stock Option (right to buy) $17.23 07/12/2010 D 50,000 (3) 01/02/2017 Common Stock 50,000 $5.27(3) 0 D
Stock Option (right to buy) $14.7 07/12/2010 D 2,113 (4) 01/28/2020 Common Stock 2,113 $7.8(4) 0 D
Stock Option (right to buy) $6.2 07/12/2010 D 40,393 (5) 02/12/2019 Common Stock 40,393 $16.3(5) 0 D
Explanation of Responses:
1. Represents restricted stock that vested and were canceled at the effective time of the merger (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated June 1, 2010, by and among ev3 Inc., Covidien Group S.a.r.l. and COV Delaware Corporation.
2. This option, which provided for vesting with respect to 1/4 of the shares on October 4, 2008 and 1/36 of the remaining shares to vest and become exercisable each month thereafter for 36 months, was canceled in the Merger in exchange for a cash payment representing the number of shares of ev3's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $22.50.
3. This option, which provided for vesting with respect to 1/4 of the shares on January 2, 2008 and 1/36 of the remaining shares to vest and become exercisable each month thereafter for 36 months, was canceled in the Merger in exchange for a cash payment representing the number of shares of ev3's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $22.50.
4. This option, which provided for vesting with respect to 1/4 of the shares on October 4, 2008 and 1/36 of the remaining shares to vest and become exercisable each month thereafter for 36 months, was canceled in the Merger in exchange for a cash payment representing the number of shares of ev3's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $22.50.
5. This option, which provided for vesting with respect to 1/4 of the shares on October 4, 2008 and 1/36 of the remaining shares to vest and become exercisable each month thereafter for 36 months, was canceled in the Merger in exchange for a cash payment representing the number of shares of ev3's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $22.50.
Kevin M. Klemz 07/12/2010
** 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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