SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SIMPSON JOHN B PH D MD

(Last)

(First)

(Middle)

C/O FOXHOLLOW TECHNOLOGIES, INC.

740 BAY ROAD

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2004

3. Issuer Name and Ticker or Trading Symbol
FOXHOLLOW TECHNOLOGIES, INC. [ FOXH ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	267,500	I⁽¹⁾	By Simpson Family Trust
Common Stock	2,000	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	125,000	⁽⁶⁾	I⁽¹⁾	By Simpson Family Trust
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	4,375	⁽⁶⁾	I	By Spouse
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	125,000	⁽⁶⁾	I⁽¹⁾	By Fox Hollow, LP
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	46,296	⁽⁷⁾	I⁽¹⁾	By Simpson Family Trust
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	46,296	⁽⁷⁾	I⁽¹⁾	By Fox Hollow, LP
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	351,227	⁽⁶⁾	I⁽¹⁾	By Simpson Family Trust
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	1,378	⁽⁶⁾	I	By Spouse
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	202,624	⁽⁶⁾	I⁽⁸⁾	By De Novo (Q) Ventures I
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	40,094	⁽⁶⁾	I⁽⁸⁾	By De Novo Ventures I
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	124,140	⁽⁶⁾	I⁽²⁾	By JD Simpson Trust
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	328,954	⁽⁶⁾	I⁽²⁾	By JD Simpson Trust
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	2,808,476	⁽⁶⁾	I⁽¹⁾	By Simpson Family Trust
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	16,447	⁽⁶⁾	I⁽¹⁾	By Fox Hollow, LP
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	1,098,433	⁽⁶⁾	I⁽⁸⁾	By De Novo (Q) Ventures I
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	217,356	⁽⁶⁾	I⁽⁸⁾	By De Novo Ventures I
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	48,793	⁽⁶⁾	I	By Spouse
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	250,000	⁽⁶⁾	I⁽³⁾	By John B. Simpson Annuity Trust
Series D Convertible Preferred Stock Warrant (Right to Buy)	⁽⁴⁾	11/05/2009	Common Stock	27,091	$3.04	I⁽⁸⁾	By De Novo (Q)Ventures I
Series D Convertible Preferred Stock Warrant (Right to Buy)	⁽⁴⁾	11/05/2009	Common Stock	5,360	$3.04	I⁽⁸⁾	By De Novo Ventures I
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	1,399,999	⁽⁶⁾	I⁽¹⁾	By Simpson Family Trust
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	431,318	⁽⁶⁾	I⁽⁸⁾	By De Novo (Q) Ventures I
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	85,347	⁽⁶⁾	I⁽⁸⁾	By De Novo Ventures I
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	83,333	⁽⁶⁾	I⁽²⁾	By JD Simpson Trust

1. Name and Address of Reporting Person^*

SIMPSON JOHN B PH D MD

(Last)

(First)

(Middle)

C/O FOXHOLLOW TECHNOLOGIES, INC.

740 BAY ROAD

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

John Bush Simpson, Trustee of the John Bush Simpson Annuity Trust dated October 20, 2004

(Last)

(First)

(Middle)

C/O FOXHOLLOW TECHNOLOGIES, INC.

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Dr. Simpson disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. These securites are held in a trust for the benefit of Dr. Simpson's son of which Dr. Simpson serves as a trustee. Dr. Simpson disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Dr. Simpson is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. These securities are owned directly by the John Bush Simpson Annuity Trust and indirectly by Dr. Simpson, as the trustee of the John Bush Simpson Annuity Trust.

4. Immed.

5. N/A

6. 1-for-1

7. 1-for-1.367

8. Dr. Simpson is a managing director of De Novo Management, L.L.C., the general partner of De Novo (Q) Ventures I, L.P. and De Novo Ventures I, L.P. Dr. Simpson disclaims beneficial ownership of these securities except to the extent of his pecuniary interests therein.

Remarks:

This report is filed jointly by John B. Simpson and John Bush Simpson Annuity Trust, both of whom are 10% owners. The Date of Event is based upon the date of effectiveness of the Issuer's Registration Statement on Form S-1 filed in connection with the Issuer's initial public offering, estimated to be on or about October 27, 2004. Exhibit List Exhibit 99 - Joint Filer Information

	/s/ John B. Simpson	10/25/2004
	** 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 5 (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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