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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

x 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*	2.	Issuer Name and Ticker or Trading Symbol				3.	I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
	Hathaway, Stephen C.(Last) (First) (Middle)		SurModics, Inc. (SRDX)
	9924 West 74th Street (Street)	4.	Statement for Month/Day/Year				5.	If Amendment, Date of Original (Month/Day/Year)
			February 28, 2003
		6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)				7.	Individual or Joint/Group Filing (Check Applicable Line)
	Eden Prairie, MN 55344 (City)        (State)        (Zip)		o	Director	o	10% Owner		x	Form Filed by One Reporting Person
			x	Officer (give title below)*				o	Form Filed by More than One Reporting Person
			o	Other (specify below)
				*No longer Vice President & Chief Financial Officer after 2/28/03

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).

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 Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4)

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

2/28/03

M

8,000

A

$3.875

Common Stock

2/28/03

M

9,600

A

$8.0625

Common Stock

12/16/02

G

700

D

$30.71

84,008*

D

Common Stock

28,000

I

By Spouse

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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)

Code

V

(A)

(D)

Employee Stock Option (Right to Buy)

$2.50

Employee Stock Option (Right to Buy)

$3.875

2/28/03

M

8,000

Employee Stock Option (Right to Buy)

$8.0625

2/28/03

M

9,600

Employee Stock Option (Right to Buy)

$25.094

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities)
6.	Date Exercisable and Expiration Date (Month/Day/Year)		7.	Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)
	Date Exercisable	Expiration Date		Title	Amount or Number of Shares
	(1)	11/18/03		Common Stock	60,000			None			5,900		D
	(2)	9/21/05		Common Stock	10,000			None			2,000		D
	(3)	9/20/06		Common Stock	16,000			None			6,400		D
	(4)	9/18/07		Common Stock	12,000			None			12,000		D

Explanation of Responses:

* Includes 222 shares acquired through Employee Stock Purchase Plan.

(1) Exercisable in annual increments of 12,000 shares each commencing 11/18/98.

(2) Exercisable in annual increments of 2,000 shares each commencing 9/21/99.

(3) Exercisable in annual increments of 3,200 shares each commencing 9/20/00.

(4) Exercisable in increments of 2,088 shares on 9/18/01, 2,640 shares on 9/18/07, 2,472 shares on 9/18/03, and 2,400 shares each on 9/18/04 and 9/18/05.

/s/ Stephen C. Hathaway	March 4, 2003
**Signature of Reporting Person	Date

**	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.

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