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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

FALK MICHAEL

(Last)

(First)

(Middle)

1 NORTH CLEMATIS STREET

SUITE 510

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RITA MEDICAL SYSTEMS INC [ RITA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2004

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, par value $.001 per share	08/19/2004		S		10,000	D	$3.1	32,120	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See Footnote⁽¹⁾
Common Stock, par value $.001 per share	08/19/2004		S		10,000	D	$3.1	32,120	I⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	See Footnote⁽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)

Explanation of Responses:

1. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 32,120 shares of common stock, par value $.001 per share ("Common Stock") of Rita Medical Systems, Inc. [RITA], which are directly beneficially owned by the Mikaela Falk Trust, which the Reporting Person may be deemed to beneficially own by virtue of the fact that the Reporting Person's wife, Annie Falk, is Trustee of the Mikaela Falk Trust. The Reporting Person disclaims beneficial ownership with respect to these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose.

2. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 32,120 shares of Common Stock, which are directly beneficially owned by the Gianna Falk Trust, which the Reporting Person may be deemed to beneficially own by virtue of the fact that the Reporting Person's wife, Annie Falk, is Trustee of the Gianna Falk Trust. The Reporting Person disclaims beneficial ownership with respect to these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose.

3. On the date hereof, the Reporting Person directly beneficially owns 319,363 shares of Common Stock.

4. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 2,733 shares of Common Stock, which are directly beneficially owned by Commonwealth Associates, L.P. ("Commonwealth"), which the Reporting Person may be deemed to beneficially own by virtue of the fact that the Reporting Person is the Chairman and principal member of Commonwealth Associates Group Holdings, LLC ("CAGH") (the sole member of Commonwealth Management, LLC ("Commonwealth Management")) and a managing member of Commonwealth Management (the general partner of Commonwealth). The Reporting Person disclaims beneficial ownership with respect to these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose.

5. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 4,201,470 shares of Common Stock, which are directly beneficially owned by ComVest Venture Partners, L.P. ("ComVest"), which the Reporting Person may be deemed to beneficially own by virtue of the fact that the Reporting Person is the Chairman and principal member of CAGH (the sole member of ComVest Management LLC, the general partner of ComVest). The Reporting Person disclaims beneficial ownership with respect to these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose.

6. On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 59,046 shares of Common Stock, which are directly beneficially owned by CAGH, which the Reporting Person may be deemed to beneficially own by virtue of the fact that the Reporting Person is the Chairman and principal member of CAGH. The Reporting Person disclaims beneficial ownership with respect to these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or for any other purpose.

	/s/ Michael S. Falk	08/23/2004
	** 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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.