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^*

DUNN BROOKE

(Last)

(First)

(Middle)

1106 PALMS AIRPORT DRIVE

(Street)

LAS VEGAS

89119

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SHUFFLE MASTER INC [ SHFL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2004

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								21,000⁽²⁾	D
Common Stock	09/20/2004		M		125	A	$2.5185	21,125	D
Common Stock	09/20/2004		S⁽¹⁾		125	D	$36	21,000	D
Common Stock	09/20/2004		M		322	A	$6.6852	21,322	D
Common Stock	09/20/2004		S⁽¹⁾		322	D	$36	21,000	D
Common Stock	09/20/2004		M		13,167	A	$6.6852	34,167	D
Common Stock	09/20/2004		S⁽¹⁾		7,053	D	$36	27,114	D
Common Stock	09/20/2004		S⁽¹⁾		2,500	D	$36.03	24,614	D
Common Stock	09/20/2004		S⁽¹⁾		3,614	D	$36.05	21,000	D
Common Stock	09/20/2004		M		18,386	A	$7.9	39,386	D
Common Stock	09/20/2004		S⁽¹⁾		6,386	D	$36.05	33,000	D
Common Stock	09/20/2004		S⁽¹⁾		3,000	D	$36.1	30,000	D
Common Stock	09/20/2004		S⁽¹⁾		4,000	D	$36.13	26,000	D
Common Stock	09/20/2004		S⁽¹⁾		2,000	D	$36.14	24,000	D
Common Stock	09/20/2004		S⁽¹⁾		3,000	D	$36.16	21,000	D
Common Stock								150⁽¹⁸⁾	I	Son⁽¹⁹⁾
Common Stock								150⁽¹⁸⁾	I	Daughter⁽¹⁹⁾

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 Options	$2.5185							11/04/2002	11/03/2009	Common Stock	13,125		13,125⁽³⁾	D
Stock Options	$2.5185	09/20/2004		M			125	11/04/2002	11/03/2009	Common Stock	125	$2.5185	13,000	D
Stock Options	$6.6852							10/31/2002	11/20/2010	Common Stock	4,364		4,364⁽⁴⁾	D
Stock Options	$6.6852	09/20/2004		M			322	10/31/2002	11/20/2010	Common Stock	322	$6.6852	4,042	D
Stock Options	$6.6852							10/31/2003	11/20/2010	Common Stock	14,958		14,958⁽⁵⁾	D
Stock Options	$6.6852							10/31/2003	11/20/2010	Common Stock	13,167		13,167⁽⁶⁾	D
Stock Options	$6.6852	09/20/2004		M			13,167	10/31/2003	11/20/2010	Common Stock	13,167	$6.6852	0	D
Stock Options	$7.9							09/19/2002	09/18/2011	Common Stock	30,000		30,000⁽⁷⁾	D
Stock Options	$7.9	09/20/2004		M			18,386	09/19/2002	09/18/2011	Common Stock	18,386	$7.9	11,614	D
Stock Options	$7.9							09/19/2003	09/18/2011	Common Stock	30,000		30,000⁽⁷⁾	D
Stock Options	$7.9							09/19/2004	09/18/2011	Common Stock	17,343		17,343⁽⁸⁾	D
Stock Options	$7.9							09/19/2004	09/18/2011	Common Stock	12,657		12,657⁽⁹⁾	D
Stock Options	$14.6067							11/05/2003	11/04/2012	Common Stock	9,375		9,375⁽¹⁰⁾	D
Stock Options	$14.6067							11/05/2004	11/04/2012	Common Stock	9,375		9,375⁽¹⁰⁾	D
Stock Options	$14.6067							11/05/2005	11/04/2012	Common Stock	2,529		2,529⁽¹¹⁾	D
Stock Options	$14.6067							11/05/2006	11/04/2012	Common Stock	2,529		2,529⁽¹¹⁾	D
Stock Options	$14.6067							11/05/2005	11/04/2012	Common Stock	6,846		6,846⁽¹²⁾	D
Stock Options	$14.6067							11/05/2006	11/04/2012	Common Stock	6,846		6,846⁽¹²⁾	D
Stock Options	$12.8067							03/12/2004	03/11/2013	Common Stock	7,500		7,500⁽¹³⁾	D
Stock Options	$12.8067							03/12/2005	03/11/2013	Common Stock	7,500		7,500⁽¹³⁾	D
Stock Options	$12.8067							03/12/2006	03/11/2013	Common Stock	7,500		7,500⁽¹³⁾	D
Stock Options	$12.8067							03/12/2007	03/11/2013	Common Stock	7,500		7,500⁽¹³⁾	D
Stock Options	$18.5							10/23/2004	10/22/2013	Common Stock	7,500		7,500⁽¹⁴⁾	D
Stock Options	$18.5							10/23/2005	10/22/2013	Common Stock	7,500		7,500⁽¹⁴⁾	D
Stock Options	$18.5							10/23/2006	10/22/2013	Common Stock	7,500		7,500⁽¹⁴⁾	D
Stock Options	$18.5							10/23/2007	10/22/2013	Common Stock	7,287		7,287⁽¹⁵⁾	D
Stock Options	$18.5							10/23/2007	10/22/2013	Common Stock	213		213⁽¹⁶⁾	D
Stock Options	$28.1267							10/31/2005	03/15/2014	Common Stock	30,000		30,000⁽¹⁷⁾	D

Explanation of Responses:

1. All sales are made pursuant to Stock Sales Plan, dated June 18, 2004, entered into pursuant to the requirement of Rule 10b5-1, adopted pursuant to the Securities Exchange Act of 1934, as amended.

2. These shares were previously reported as 14,200 shares, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

3. These options were previously reported as 8750 shares at an exercise price of $3.7778, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

4. These options were previously reported as 2,909 shares at an exercise price of $10.0278, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

5. These options were previously reported as 9,972 shares at an exercise price of $10.0278, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

6. These options were previously reported as 8,778 shares at an exercise price of $10.0278, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

7. These options were previously reported as 20,000 shares at an exercise price of $11.8500, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

8. These options were previously reported as 11,562 shares at an exercise price of $11.8500, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

9. These options were previously reported as 8,438 shares at an exercise price of $11.8500, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

10. These options were previously reported as 6,250 shares at an exercise price of $21.9101, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

11. These options were previously reported as 1,686 shares at an exercise price of $21.9101, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

12. These options were previously reported as 4,564 shares at an exercise price of $21.9101, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

13. These options were previously reported as 5,000 shares at an exercise price of $19.2101, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

14. These options were previously reported as 5,000 shares at an exercise price of $27.7500, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

15. These options were previously reported as 4,858 shares at an exercise price of $27.7500, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

16. These options were previously reported as 142 shares at an exercise price of $27.7500, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

17. These options were previously reported as 20,000 shares at an exercise price of $42.1901, but were adjusted to reflect the split to shareholders of record as of April 5, 2004.

18. These shares were previously reported as 100 shares, but was adjusted to reflect the split on April 5, 2004.

19. The reporting person expressly disclaims beneficial ownership.

	Jerome R. Smith, by Power of Attorney	09/20/2004
	** 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).
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