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^*

LAPORTE KATHLEEN

(Last)

(First)

(Middle)

C/O VNUS MEDICAL TECHNOLOGIES, INC.

5799 FONTANOSO WAY

(Street)

SAN JOSE

95138

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VNUS MEDICAL TECHNOLOGIES INC [ VNUS ]

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)
02/18/2008

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	02/18/2008		M		750	A	$0.00	2,250	D
Common Stock								2,597,397⁽¹⁾	I	See Footnotes⁽¹⁾⁽²⁾

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)
Restricted Stock Units	⁽³⁾	02/18/2008		M			750	⁽⁴⁾	05/18/2017	Common Stock	750	$0.00	750	D

Explanation of Responses:

1. Includes (i) 1,036,778 shares of Common Stock held directly by Sprout Capital IX, L.P., (ii) 736,322 shares of Common Stock held directly by Sprout Capital VII, L.P., (iii) 519,560 shares of Common Stock held directly by Sprout Capital VIII, L.P., (iv) 84,644 shares of Common Stock held directly by DLJ First ESC, L.P., (v) 70,410 shares of Common Stock held directly by DLJ Capital Corporation ("DLJCC"), (vi) 59,849 shares of Common Stock held directly by Sprout IX Plan Investors, L.P., (vii) 44,752 shares of Common Stock held directly by DLJ ESC II, L.P., (viii) 31,563 shares of Common Stock held directly by Sprout Venture Capital, L.P., (ix) 8,552 shares of Common Stock held directly by Sprout CEO Fund, L.P., (x) 4,086 shares of Common Stock held directly by Sprout Entrepreneurs Fund, L.P. and (xi) 881 shares of Common Stock held directly by Credit Suisse Securities (USA) LLC.

2. Kathleen D. LaPorte is a Managing Director of New Leaf Venture Partners, L.L.C. ("NLV"). NLV has entered into an agreement with DLJCC, which is an indirect subsidiary of Credit Suisse, a Swiss Bank ("Credit Suisse"). Pursuant to the agreement, NLV provides sub-management services for the Sprout investment portfolio. As a result of this relationship, Ms. LaPorte may be deemed to beneficially own the shares held by the funds affiliated with the Sprout Group, DLJCC and Credit Suisse. Ms. LaPorte disclaims beneficial ownership of the shares except to the extent of her pecuniary interest therein.

3. The Reporting Person is entitled to receive one (1) share of common stock for each one (1) restricted stock unit.

4. 25% of the restricted stock units vest every three (3) months measured from May 18, 2007, such that 100% of the restricted stock units will be fully vested on May 18, 2008.

	/s/ Brian E. Farley, Attorney-in-Fact for Kathleen D. LaPorte	02/20/2008
	** 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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