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^*

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)
04/08/2005

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	04/08/2005		X		15,894	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	91,696⁽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)
Contract to Sell (Pre-paid Variable Equity Forward)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	04/08/2005		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	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 40,000 shares of Common Stock (the "Shares") of Kensey Nash Corporation ("Kensey Nash"). Mr. Kaufmann received cash payments in the amount of (continue to footnote 2)

2. (a) $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 (b) $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 April 8, 2005, in accordance with the terms of the Forward Contract having a Maturity Date of April 8, 2005 described in footnotes 1,2 and 3 above, Mr. Kaufmann delivered 15,894 Shares in full settlement of that Forward Contract.

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

Remarks:

	/s/Wendy F. DiCicco Attorney-In-Fact	04/13/2005
	** 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).
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