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^*

KAUFMANN JOSEPH W

(Last)

(First)

(Middle)

55 EAST UWCHLAN AVE

(Street)

EXTON

19341

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KENSEY NASH CORP [ KNSY ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, President and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2005

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	01/24/2005		X		16,177	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	172,326⁽⁵⁾	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)
Employee Stock Options (rights to buy)	$13.375							06/30/1999	06/30/2006	Common Stock	60,000		60,000	D
Employee Stock Options (rights to buy)	$11.75							07/23/2000	07/23/2007	Common Stock	60,000		60,000	D
Employee Stock Options (rights to buy)	$7.625							07/01/2001	08/28/2008	Common Stock	30,000		30,000	D
Employee Stock Options (rights to buy)	$8.75							⁽⁶⁾	04/09/2009	Common Stock	300,000		300,000	D
Employee Stock Options (rights to buy)	$13.13							07/01/2003	08/16/2010	Common Stock	75,000		75,000	D
Employee Stock Options (rights to buy)	$14.51							06/05/2004	06/05/2011	Common Stock	98,500		98,500	D
Employee Stock Options (rights to buy)	$14.51							06/05/2004	06/05/2011	Common Stock	70,000		70,000	D
Employee Stock Options (rights to buy)	$14.58							⁽⁷⁾	07/10/2012	Common Stock	55,000		55,000	D
Employee Stock Options (rights to buy)	$34.36							⁽⁸⁾	06/28/2014	Common Stock	55,000		55,000	D
Employee Stock Options (rights to buy)	$27.8							⁽⁹⁾	08/24/2014	Common Stock	30,000		30,000	D
Contract to Sell (Pre-paid Variable Equity Forward)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	01/24/2005		X			20,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	20,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	0	D
Contract to Sell (Pre-paid Variable Equity Forward)	⁽¹⁾⁽²⁾⁽³⁾							⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	60,000⁽¹⁾⁽²⁾⁽³⁾		60,000⁽¹⁾⁽²⁾⁽³⁾	D
Contract to Sell (Pre-paid Variable Equity Forward)	⁽¹⁾⁽²⁾⁽³⁾							⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	20,000⁽¹⁾⁽²⁾⁽³⁾		20,000⁽¹⁾⁽²⁾⁽³⁾	D
Contract to Sell (Pre-paid Variable Equity Forward)	⁽¹⁾⁽²⁾⁽³⁾							⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	20,000⁽¹⁾⁽²⁾⁽³⁾		20,000⁽¹⁾⁽²⁾⁽³⁾	D
Contract to Sell (Pre-paid Variable Equity Forward)	⁽¹⁾⁽²⁾⁽³⁾							⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	20,000⁽¹⁾⁽²⁾⁽³⁾		20,000⁽¹⁾⁽²⁾⁽³⁾	D

Explanation of Responses:

1. Mr. Kaufmann entered into pre-paid forward sale contracts (the "Forward Contracts") relating to the disposition by Mr. Kaufmann of 140,000 shares of Common Stock (the "Shares") of Kensey Nash Corporation ("Kensey Nash"). Mr. Kaufmann received cash payments in the amount of (a) $328,950 with respect to 20,000 Shares, with a downside protection threshold price ("Floor Price") of $19.35, a threshold appreciation price ("Cap Price") of $25.155, and a "Maturity Date" of January 24, 2005, (b) $327,675 with respect to 20,000 Shares, with a Floor Price of $19.275, a Cap Price of $25.0575, and a Maturity Date of February 11, 2005, (c) $327,250 with respect to 20,000 Shares, with a Floor Price of $19.25, a Cap Price of $25.025, and a Maturity Date of February 25, 2005, (d) $327,250 with respect to 20,000 Shares, with a Floor Price of $19.25, a Cap Price of $25.025, and a Maturity Date of March 11, 2005, (continue to footnote 2)

2. (e) $327,547.50 with respect to 20,000 Shares, with a Floor Price of $19.2675, a Cap Price of $25.0478, and a Maturity Date of March 28, 2005, (f) $327,250 with respect to 20,000 Shares, with a Floor Price of $19.25, a Cap Price of $25.025, and a Maturity Date of April 8, 2005, and (g) $329,120 with respect to 20,000 Shares, with a Floor Price of $19.36, a Cap Price of $25.168, and a Maturity Date of April 22, 2005. Each sale of Shares described in the preceding sentence is referred to as a "Tranche". In exchange for such cash payments and to secure the obligations of Mr. Kaufmann under the Forward Contracts, Mr. Kaufmann pledged the Shares to the broker with whom he entered into the Forward Contracts. Under the Forward Contracts, Mr. Kaufmann agreed to deliver a number of Shares (or, at the option of Mr. Kaufmann, the cash equivalent of such Shares) on the maturity date of each Forward Contract pursuant to the following formula: (continue to footnote 3)

3. (a) if the closing price of Common Stock of Kensey Nash on the applicable Maturity Date (the "Final Price") is less than the floor price with respect to any Tranche, then Mr. Kaufmann shall deliver the number of shares relating to such Tranche; (b) if the Final Price is less than or equal to the cap price, but greater than or equal to the floor price with respect to any Tranche, then Mr. Kaufmann shall deliver a number of Shares equal to the number of Shares relating to such Tranche times the floor price divided by the Final Price; and (c) if the Final Price is greater than the cap price with respect to any Tranche, then Mr. Kaufmann shall deliver a number of Shares equal to the number of Shares relating to such Tranche multiplied by a fraction, the numerator of which is the sum of the floor price and the difference between the Final Price and the cap price, and the denominator of which is the Final Price.

4. On January 24, 2005, in accordance with the terms of the Forward Contract having a Maturity Date of January 24, 2005 described in footnotes 1,2 and 3 above, Mr. Kaufmann delivered 16,177 Shares in full settlement of that Forward Contract.

5. Includes 20,000 restricted shares held in escrow by the Company.

6. Subject to certain restrictions and to strike price restrictions not to exceed seven years, options to buy 300,000 shares were vested as of April 9, 2002.

7. Subject to certain restrictions, options to buy 36,667 shares were vested as July 1, 2004, and the remaining options to buy 18,333 shares will vest on July 1, 2005.

8. Subject to certain restrictions, options to buy 18,334 shares vested on October 31, 2004 and the remaining options to buy 36,666 shares will vest in two equal annual istallments of 18,333 each starting on October 31, 2005.

9. Subject to certain restrictions, options to buy 30,000 shares will vest in three equal annual installments starting on August 24, 2005.

Remarks:

	/s/Joseph W. Kaufmann	01/26/2005
	** 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.