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^*

BLUTT MITCHELL J MD

(Last)

(First)

(Middle)

1430 DECISION STREET

DJO INCORPORATED / EXECUTIVE OFFICE

(Street)

VISTA

92081

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DJO INC [ DJO ]

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)
11/20/2007

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)
DJO Common Stock	11/20/2007	11/20/2007	D		62,420	D	$50.25⁽¹⁾	0	D

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)
DJO Omnibus Plan	$22.8	11/20/2007	11/20/2007	D			15,000	06/03/2005⁽²⁾	06/03/2014	DJO Common Stock	15,000	⁽³⁾	0	D
DJO Omnibus Plan	$27.41	11/20/2007	11/20/2007	D			15,000	05/26/2006	05/26/2015	DJO Common Stock	15,000	⁽³⁾	0	D
DJO Omnibus Plan	$37.6	11/20/2007	11/20/2007	D			15,000	06/07/2007	06/07/2016	DJO Common Stock	15,000	⁽³⁾	0	D
DJO Omnibus Plan	$39.07	11/20/2007	11/20/2007	D			10,000	06/04/2008	06/04/2017	DJO Common Stock	10,000	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated as of July 15, 2007, by and among ReAble Therapeutics Finance LLC, Reaction Acquisition Merger Sub, Inc. and DJO Incorporated (the "Merger Agreement"), immediately upon the effectiveness of the merger of Reaction Acquisition Merger Sub, Inc. with and into DJO Incorporated (the "Merger"), these shares of common stock were cancelled and converted into the right to receive $50.25 in cash.

2. Pursuant to the Merger Agreement, all unvested options included in Table II became fully vested and immediately exercisable on the effective date of the Merger

3. Pursuant to the Merger Agreement, these options were canceled on the effective date of the Merger and converted into the right to receive a cash payment equal to the number of shares of DJO Incorporated common stock underlying the option multiplied by the amount by which $50.25 exceeds the applicable exercise price of the option, less applicable withholding taxes.

Remarks:

	Donald M. Roberts Attorney-at-Fact	11/21/2007
	** 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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