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^*

COFFINDAFFER THADDEUS

(Last)

(First)

(Middle)

3905 ANNAPOLIS LANE N.

(Street)

PLYMOUTH

55447

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATS MEDICAL INC [ ATSI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President of Sales

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2010

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)
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	08/12/2010		D		160,326.667	D	⁽¹⁾	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)
Stock Option (Right to Buy)	$3.36	08/12/2010		D			100,000⁽²⁾	⁽³⁾	08/06/2013	Common Stock	100,000	$4	0	D
Stock Option (Right to Buy)	$3.8	08/12/2010		D			5,000⁽²⁾	⁽³⁾	10/28/2013	Common Stock	5,000	$4	0	D
Stock Option (Right to Buy)	$3.8	08/12/2010		D			20,000⁽²⁾	⁽³⁾	12/19/2013	Common Stock	20,000	$4	0	D
Restricted Stock Units	⁽⁴⁾	08/12/2010		D			4,000⁽⁵⁾	01/10/2007⁽⁶⁾	01/10/2011⁽⁷⁾	Common Stock	4,000	$4	0	D
Restricted Stock Units	⁽⁴⁾	08/12/2010		D			30,000⁽⁵⁾	03/15/2008⁽⁶⁾	03/15/2012⁽⁷⁾	Common Stock	30,000	$4	0	D
Restricted Stock Units	⁽⁴⁾	08/12/2010		D			8,044⁽⁵⁾	03/15/2008⁽⁸⁾	03/15/2012⁽⁷⁾	Common Stock	8,044	$4	0	D
Restricted Stock Units	⁽⁴⁾	08/12/2010		D			52,577⁽⁵⁾	03/15/2009⁽⁸⁾	03/15/2013⁽⁷⁾	Common Stock	52,577	$4	0	D
Restricted Stock Units	⁽⁴⁾	08/12/2010		D			30,000⁽⁵⁾	07/30/2009⁽⁹⁾	07/30/2013⁽⁹⁾	Common Stock	30,000	$4	0	D
Restricted Stock Unit	⁽⁴⁾	08/12/2010		D			52,852⁽⁵⁾	03/15/2010⁽⁶⁾	03/15/2014⁽⁷⁾	Common Stock	52,852	$4	0	D
Restricted Stock Units	⁽⁴⁾	08/12/2010		D			53,410⁽⁵⁾	03/01/2011⁽⁶⁾	03/01/2015⁽⁷⁾	Common Stock	53,410	$4	0	D

Explanation of Responses:

1. In connection with the merger of a subsidiary of Medtronic, Inc. into Issuer on August 12, 2010 (the "Merger") pursuant to an agreement and plan of merger dated April 28, 2010, all shares of Issuer common stock were converted into the right to receive $4 per share in cash.

2. This option was cancelled in the merger in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares subject to the options, multiplied by (ii) the excess, if any, of $4 over the exercise price per share of the shares subject to the option, less any applicable withholding taxes.

3. Fully vested.

4. 1 unit for 1 share of Common Stock

5. This restricted stock unit, the vesting of which was accelerated in connection with the Merger, was cancelled in the merger in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of stock represented by the restricted stock unit, multiplied by (ii) $4 per share, less applicable withholding taxes.

6. Vests in 20% annual cumulative installments beginning the date shown.

7. Represents last vesting date.

8. Vests in 25% annual cumulative installments beginning the date shown.

9. Vests in 20% annual cumulative installments starting on the date shown; in the second year remaining vesting is subject to acceleration if certain performance criteria are met.

Remarks:

	/s/ Deborah K. Chapman, Attorney in Fact for Thaddeus Coffindaffer	08/12/2010
	** 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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