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)
02/14/2005

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	02/14/2005		G	V	300	D	⁽¹⁾	86,250⁽²⁾	D
Common Stock								600⁽³⁾	I	Son
Common Stock								600⁽³⁾	I	Daughter

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	$5.2667⁽⁴⁾							09/19/2003	09/18/2011	Common Stock	15,000		15,000	D
Stock Options	$5.2667⁽⁴⁾							09/19/2004	09/18/2011	Common Stock	45,001		45,001	D
Stock Options	$9.7378⁽⁵⁾							11/05/2003	11/04/2012	Common Stock	14,062		14,062	D
Stock Options	$9.7378⁽⁵⁾							11/05/2004	11/04/2012	Common Stock	14,063		14,063	D
Stock Options	$9.7378⁽⁵⁾							11/05/2005	11/04/2012	Common Stock	14,062		14,062	D
Stock Options	$9.7378⁽⁵⁾							11/05/2006	11/04/2012	Common Stock	14,063		14,063	D
Stock Options	$8.5378⁽⁶⁾							03/12/2004	03/11/2013	Common Stock	11,250		11,250	D
Stock Options	$8.5378⁽⁶⁾							03/12/2005	03/11/2013	Common Stock	11,250		11,250	D
Stock Options	$8.5378⁽⁶⁾							03/12/2006	03/11/2013	Common Stock	11,250		11,250	D
Stock Options	$8.5378⁽⁶⁾							03/12/2007	03/11/2013	Common Stock	11,250		11,250	D
Stock Options	$12.3333⁽⁷⁾							10/23/2004	10/22/2013	Common Stock	11,250		11,250	D
Stock Options	$12.3333⁽⁷⁾							10/23/2005	10/22/2013	Common Stock	11,250		11,250	D
Stock Options	$12.3333⁽⁷⁾							10/23/2006	10/22/2013	Common Stock	11,250		11,250	D
Stock Options	$12.3333⁽⁷⁾							10/23/2007	10/22/2013	Common Stock	11,251		11,251	D
Stock Options	$18.7511⁽⁸⁾							10/31/2005	03/15/2014	Common Stock	45,000		45,000	D
Stock Options	$30.56⁽⁹⁾							12/01/2005	12/01/2014	Common Stock	6,000		6,000	D
Stock Options	$30.56⁽⁹⁾							12/01/2006	12/01/2014	Common Stock	6,000		6,000	D
Stock Options	$30.56⁽⁹⁾							12/01/2007	12/01/2014	Common Stock	6,000		6,000	D
Stock Options	$30.56⁽⁹⁾							12/01/2008	12/01/2014	Common Stock	5,999		5,999	D
Stock Options	$30.56⁽⁹⁾							12/01/2009	12/01/2014	Common Stock	6,001		6,001	D

Explanation of Responses:

1. Gift.

2. The common stock of the company split 3-for-2 to the shareholders of record as of January 3, 2005, resulting in the reporting person's acquisition of 28,850 additional shares of common stock.

3. The common stock of the company split 3-for-2 to the shareholders of record as of January 3, 2005, resulting in the reporting person's acquisition of 200 additional shares of common stock.

4. These options were previously reported as having an exercise price of $7.9000, but were adjusted to reflect the split to shareholders of record as of January 3, 2005.

5. These options were previously reported as having an exercise price of $14.6067, but were adjusted to reflect the split to shareholders of record as of January 3, 2005.

6. These options were previously reported as having an exercise price of $12.8067, but were adjusted to reflect the split to shareholders of record as of January 3, 2005.

7. These options were previously reported as having an exercise price of $18.5000, but were adjusted to reflect the split to shareholders of record as of January 3, 2005.

8. These options were previously reported as having an exercise price of $28.1267, but were adjusted to reflect the split to shareholders of record as of January 3, 2005.

9. These options were previously reported as having an exercise price of $45.8400, but were adjusted to reflect the split to shareholders of record as of January 3, 2005.

	Jerome R. Smith, by Power of Attorney	02/17/2005
	** 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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