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^*

FRIEDMAN JOHN H

(Last)

(First)

(Middle)

651 CAMPUS DRIVE

(Street)

ST. PAUL

55112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cardiovascular Systems Inc [ CSII ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2012

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								8,000	D
Common Stock	01/25/2012		S		28,429⁽¹⁾	D	$9.6786⁽²⁾	152,759	I	Easton Hunt Capital Partners, L.P.⁽⁵⁾
Common Stock	01/26/2012		S		21,355⁽¹⁾	D	$9.7641⁽³⁾	131,404	I	Easton Hunt Capital Partners, L.P.⁽⁵⁾
Common Stock	01/27/2012		S		11,738⁽¹⁾	D	$9.6657⁽⁴⁾	119,666	I	Easton Hunt Capital Partners, L.P.⁽⁵⁾
Common Stock								421,023	I	Easton Capital Partners, LP⁽⁵⁾

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 Option (right to buy)	$7.9							⁽⁶⁾	10/08/2017	Common Stock	4,321		4,321	D
Stock Option (right to buy)	$11.38							⁽⁶⁾	11/12/2017	Common Stock	15,088		15,088	D
Stock Option (right to buy)	$8.83							⁽⁶⁾	08/14/2016	Common Stock	38,820		38,820	D
Restricted Stock Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	5,714		5,714	D
Restricted Stock Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	11,628		11,628	D
Restricted Stock Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	21,739		21,739	D
Restricted Stock Units	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	7,192		7,192	D
Warrant (Right to Buy)	$9.28							09/12/2008	09/12/2013	Common Stock	107,833		107,833	I	Easton Hunt Capital Partners, L.P.⁽⁹⁾
Warrant (Right to Buy)	$8.83							02/25/2009	02/24/2014	Common Stock	151,617		151,617	I	Easton Hunt Capital Partners, L.P.⁽⁹⁾
Warrant (Right to Buy)	$8.83							02/25/2009	02/24/2014	Common Stock	151,617		151,617	I	Easton Capital Partners, LP⁽⁹⁾

Explanation of Responses:

1. The sale of the underlying shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Easton Hunt Capital Partners, L.P. on November 30, 2011.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.58 to $9.81 inclusive. The reporting person undertakes to provide Cardiovascular Systems, Inc., any security holder of Cardiovascular Systems, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.70 to $9.86 inclusive. The reporting person undertakes to provide Cardiovascular Systems, Inc., any security holder of Cardiovascular Systems, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.56 to $9.79 inclusive. The reporting person undertakes to provide Cardiovascular Systems, Inc., any security holder of Cardiovascular Systems, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Mr. Friedman disclaims beneficial ownership of shares held by Easton Hunt Capital Partners, L.P. and Easton Capital Partners, LP except to the extent of his pecuniary interest therein.

6. Fully exercisable.

7. Each restricted stock unit represents the right to receive a payment from CSI equal in value to the market price per share of CSI common stock on the date of payment and shall be payable in shares of the Company's Common Stock beginning six months following the termination of each director's board membership.

8. Each restricted stock unit represents the right to receive a payment from CSI equal in value to the market price per share of CSI common stock on the date of payment, and shall be payable in cash or shares of the Company's Common Stock beginning six months following the termination of each director's board membership; provided, however, that the restricted stock units vest in remaining quarterly amounts of 1,798 on each of 3/31/2012 and 6/30/2012.

9. Mr. Friedman disclaims beneficial ownership of warrants held by Easton Hunt Capital Partners, L.P. and Easton Capital Partners, LP except to the extent of his pecuniary interest therein.

Remarks:

Remarks: The options and restricted stock units are held for the benefit of Easton Hunt Capital Partners, L.P. and Easton Capital Partners, LP.

	/s/ Scott J. Dorfman as Attorney-in-Fact for John H. Friedman pursuant to Power of Attorney previously filed.	01/27/2012
	** Signature of Reporting Person	Date
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