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^*

DAVIS JAMES L

(Last)

(First)

(Middle)

6446 FLYING CLOUD DR

(Street)

EDEN PRAIRIE

55344

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2008

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								180,494	D
Common stock, $0.00001 par value	10/31/2008		J⁽¹⁵⁾		6,667	A	$1.05	6,667	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)
Warrants	$5							⁽¹⁾	02/28/2010	Common stock, $0.00001 par value	15,625		15,625	D
Warrants	$5							⁽¹⁾	03/21/2010	Common stock, $0.00001 par value	1,702		1,702	D
Warrants	$5							⁽¹⁾	12/27/2012	Common stock, $0.00001 par value	5,800		5,800	D
Warrants	$1.5							⁽¹⁾	04/02/2013	Common stock, $0.00001 par value	25,000		25,000	D
Warrants	$5							⁽¹⁾	12/27/2012	Common stock, $0.00001 par value	6,050		6,050	I	Held by "Davis & Associates Inc. 401K PSP"⁽²⁾
Warrants	$5							⁽¹⁾	12/27/2012	Common stock, $0.00001 par value	700		700	I	Held by "Davis & Associates Inc."⁽²⁾
Warrants	⁽³⁾							⁽⁴⁾	12/31/2012	Common stock, $0.00001 par value	30,000		30,000	D
Warrants	⁽⁹⁾							⁽⁴⁾	12/31/2012	Common stock, $0.00001 par value	30,000		30,000	D
Warrants	⁽⁹⁾							⁽⁴⁾	12/31/2012	Common stock, $0.00001 par value	10,000		10,000	I	Held by "Davis & Associates Inc. 401K PSP"⁽²⁾
Warrants	⁽⁹⁾							⁽⁴⁾	12/31/2012	Common stock, $0.00001 par value	5,000		5,000	I	Held by "Davis & Associates Inc."⁽²⁾
10% Unsecured Convertible Subordinated Debenture	⁽⁷⁾							⁽¹⁰⁾	02/16/2009	Common stock, $0.00001 par value	$200,000⁽⁸⁾		$200,000	D
Convertible Promissory Notes	⁽⁵⁾							⁽⁵⁾	06/27/2009	Common stock, $0.00001 par value	$142,500⁽⁵⁾		$142,500	D
Convertible Promissory Notes	⁽⁶⁾							⁽⁶⁾	06/27/2009	Common stock, $0.00001 par value	$142,500⁽⁶⁾		$142,500	D
Convertible Promissory Notes	⁽⁶⁾							⁽⁶⁾	06/27/2009	Common stock, $0.00001 par value	$47,500⁽⁶⁾		$47,500	I	Held by "Davis & Associates Inc. 401K PSP"⁽²⁾
Convertible Promissory Notes	⁽⁶⁾							⁽⁶⁾	06/27/2009	Common stock, $0.00001 par value	$23,750⁽⁶⁾		$23,750	I	Held by "Davis & Associates Inc."⁽²⁾
Call equivalent position	⁽¹¹⁾							09/16/2008	03/16/2009⁽¹²⁾	Notes and warrants	$50,000		$0	D
Warrant	$1							09/16/2008	12/31/2012	Common stock, $0.00001 par value	10,000		10,000	D
Warrants	$1							09/24/2008	12/31/2012	Common stock, $0.00001 paar value	10,000		10,000	D
Convertible Promissory Note	⁽¹²⁾							⁽¹²⁾	03/16/2010	Common stock, $0.00001 par value	$47,500⁽¹²⁾		$47,500⁽¹²⁾	D
Convertible Promissory Note	⁽¹³⁾							⁽¹³⁾	03/25/2010	Common stock, $0.00001 par value	$150,000⁽¹³⁾		$150,000⁽¹³⁾	D
Warrants	$1.5							09/25/2008	09/25/2013	Common stock, $0.00001 par value	100,000		100,000	D
Convertible Promissory Note	⁽¹⁴⁾							⁽¹⁴⁾	12/31/2008	Common stock, $0.00001 par value	$37,500⁽¹⁴⁾		$37,500⁽¹⁴⁾	D
Warrants	$1							10/28/2008	12/31/2012	Common stock, $0.00001 par value	10,000		10,000	D
Convertible Promissory Notes	⁽¹²⁾							⁽¹²⁾	03/16/2010	Common stock, $0.00001 par value	$47,500⁽¹²⁾		$47,500⁽¹²⁾	D
Warrants	$2	10/31/2008		J⁽¹⁵⁾		16,667		10/31/2009	10/31/2013	Common stock, $0.00001 par value	16,667	$0	16,667	D

Explanation of Responses:

1. Currently exercisable

2. Reporting person is the Sole owner of Davis & Associates Inc. and has sole voting power.

3. Each warrant is exercisable into common stock at 50% of the per share price of equity secutities issued in an underwritten public offering. In the event that the issuer fails to close a public offering prior to June 27, 2009, each warrant will be exercisable at 50% of the closing price of the issuer's common stock on that date.

4. Each of the warrants will be exercisable upon the earlier of the closing of an underwritten public offering of the issuer's equity securities or June 27,2009.

5. The Notes and accrued interest thereon automatically convert into common stock at 50% of the per share price of equity secutities issued in an underwritten public offering . If the issuer fails to close on an underwritten public offering by June 27, 2009 and fails to prepay the Notes, the Notes and the accrued interest thereon will convert into common stock at $0.05 per share.

6. The Notes and accrued interest thereon automatically convert into common stock at 70% of the per share price of equity secutities issued in an underwritten public offering . If the issuer fails to close on an underwritten public offering by June 27, 2009 and fails to prepay the Notes, the Notes and the accrued interest thereon will convert into common stock at $0.05 per share.

7. The principal amount and any accrued interest on the convertible debentures is convertible into common stock at $3.00 per share.

8. Principal amount. Interest accrued at 10% and is convertible into common stock as well.

9. Each warrant is exercisable into common stock at 70% of the per share price of equity secutities issued in an underwritten public offering. In the event that the issuer fails to close a public offering prior to June 27, 2009, each warrant will be exercisable at 70% of the closing price of the issuer's common stock on that date.

10. Currently exercisable. The convertible debentures and any accrued interest thereon automatically convert into common stock upon the issuer's closing on an underwritten public offering.

11. Pursuant to a Unit Put Agreement dated September 16, 2008, reporting person agreed to purchase up to $100,000 of Units, consisting of convertible notes with an aggregate principal amount of $95,000 and 20,000 warrants with an aggregate purchase price of $5,000. If and when the issuer gives notice to the reporting person of a closing, the reporting person is obligated to purchase his pro rata share of the total amount of Units to be sold at each closing by the issuer to persons who signed the Unit Put Agreement. The issuer's right to put Units to the reporting person expires on March 16, 2009. The convertible notes underlying the Units are convertible into shares of common stock and the warrants underlying the Units are exercisable for shares of common stock.

12. On each of September 24, 2008 and October 28, 2008, the issuer closed on $50,000 of the reporting person's obligation to purchase the issuer's Units described in Footnote 11. In each closing, the reporting person purchased $47,500 of principal amount of convertible notes and warrants (with a purchase price of $2,500) to acquire 10,000 shares of common stock. These notes and accrued interest theron will automatically convert into common stock 30 days following the completion of an underwritten public offering by the issuer, at 70% of the per share price of equity secutities issued therein . If the issuer fails to close on an underwritten public offering by March 16, 2010 and fails to prepay these notes, the notes and the accrued interest thereon will convert into common stock at $0.15 per share.

13. The reporting person loaned $150,000 to the issuer pursuant to a convertible promissory note. The note and accrued interest thereon will be convertible into common stock following the completion of an underwritten public offering by the issuer, at 70% of the per share price of equity secutities issued therein . The note and the accrued interest become due and payable if the issuer fails to close on an underwritten public offering by March 25, 2010, or if the holder chooses not to convert the note within 7 days following the completion of the public offering. The number of shares the note is convertible into will be determined upon the issuer's closing of an underwritten public offering.

14. On September 12, 2008, the issuer amended an outstanding $37,500 promissory note with the reporting person to provide a conversion provision, such that the reporting person may convert the principal amount of the note and accrued interest into shares of the issuer's common stock following the completion of an underwritten public offering by the issuer, at 70% of the per share price of equity securities issued therein.

15. Pursuant to a loan guarantee agreement dated Ocober 31, 2007, on October 31,2008, the issuer issued 6,667 shares of common stock and a five-year warrant to acquire 16,667 shares of common stock at $2.00 per share as consideration to the reporting person when the underlying loan was not paid off as of that date.

	Richard B. Thon by power of attorney	11/04/2008
	** 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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