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^*

TONI ROBERT V

(Last)

(First)

(Middle)

331 E. EVELYN AVENUE

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONCEPTUS INC [ CPTS ]

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)
06/05/2013

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	06/05/2013		U		60,170⁽¹⁾	D	$31	0	D
Common Stock	06/15/2013		U		21,895⁽²⁾	D	$31	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 Appreciation Rights	$18.99	06/05/2013		D			11,500⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	11,500	⁽³⁾	0	D
Stock Appreciation Rights	$16.2	06/05/2013		D			17,159⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	17,159	⁽³⁾	0	D
Stock Appreciation Rights	$17.97	06/05/2013		D			15,037⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	15,037	⁽³⁾	0	D
Stock Option (right to buy)	$13.29	06/05/2013		D			11,500⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	11,500	⁽⁴⁾	0	D
Stock Option (right to buy)	$5.7	06/05/2013		D			11,500⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	11,500	⁽⁴⁾	0	D

Explanation of Responses:

1. In connection with that certain Agreement and Plan of Merger by and among the Issuer, Bayer Healthcare LLC and Evelyn Acquisition Company dated April 28, 2013 (the "Merger Agreement"), each share ("Share") of common stock, par value $0.003 per share, of the Issuer that had not been tendered into the tender offer was as of the Effective Time (as defined in the Merger Agreement) and by virtue of the Merger ( as defined in the Merger Agreement) converted into the right to receive a cash payment equal to the Merger Consideration of $31.00 per Share (without interest and less any applicable withholding tax).

2. In connection with that certain Agreement and Plan of Merger by and among the Issuer, Bayer Healthcare LLC and Evelyn Acquisition Company dated April 28, 2013 (the "Merger Agreement"), each restricted stock unit with respect to shares ("Shares") of common stock, par value $0.003 per share, of the Issuer (whether or not then exercisable or vested) as of the Effective Time (as defined in the Merger Agreement) was cancelled in the Merger (as defined in the Merger Agreement) and converted into the right to receive a cash payment equal to the Merger Consideration (as defined in the Merger Agreement) of $31.00 per Share (without interest and less any applicable withholding tax).

3. In connection with the Merger Agreement, each stock appreciation right with respect to shares ("Shares") of common stock, par value $0.003 per Share, of the Issuer that had not been exercised and tendered into the tender offer (whether vested or unvested) as of the Effective Time was cancelled in the Merger and converted into the right to receive a cash payment equal to the excess of $31.00 over the exercise price per Share previously subject to such stock appreciation right multiplied by the number of Shares previously subject to such stock appreciation right (without interest and less any applicable withholding tax).

4. In connection with the Merger Agreement, each option to purchase Shares that had not been exercised and tendered into the tender offer (whether vested or unvested) as of the Effective Time was cancelled in the Merger and converted into the right to receive a cash payment equal to the excess of $31.00 over the exercise price per Share previously subject to such option multiplied by the number of Shares previously subject to such option (without interest and less any applicable withholding tax).

	/s/ Gregory Lichtwardt signing for Robert Toni	06/07/2013
	** 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.