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^*

HARRISON DONALD C

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 1400

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AtriCure, Inc. [ ATRC ]

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)
08/10/2005

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	08/10/2005		C		127,502	A	$0⁽¹⁾	193,291	D
Common Stock	08/10/2005		C		749,500	A	$0⁽¹⁾	749,500	I	Held by CLS I-IV, LLC⁽²⁾
Common Stock	08/10/2005		C		8,989	A	$0⁽¹⁾	8,989	I	Held by Charter Advisors Fund IV, L.P.⁽⁴⁾
Common Stock	08/10/2005		C		28,506	A	$0⁽¹⁾	28,506	I	Held by Charter Entrepreneurs Fund IV, L.P.⁽⁶⁾
Common Stock	08/10/2005		S		82,028	D	$11.16	667,472	I	Held by CLS I-IV, LLC⁽²⁾
Common Stock	08/10/2005		S		937	D	$11.16	8,052	I	Held by Charter Advisors Fund IV, L.P.⁽⁴⁾
Common Stock	08/10/2005		S		2,972	D	$11.16	25,534	I	Held by Charter Entrepreneurs Fund IV, L.P.⁽⁶⁾

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)
Series A Convertible Preferred Stock	⁽¹⁾	08/10/2005		C			98,135	⁽¹⁾	⁽¹⁾	Common Stock	98,135	$0⁽¹⁾	0	D
Series B Convertible Preferred Stock	⁽¹⁾	08/10/2005		C			29,367	⁽¹⁾	⁽¹⁾	Common Stock	29,367	$0⁽¹⁾	0	D
Series A Convertible Preferred Stock	⁽¹⁾	08/10/2005		C			397,809	⁽¹⁾	⁽¹⁾	Common Stock	397,809	$0⁽¹⁾	0	I	Held by CLS I-IV, LLC⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	08/10/2005		C			4,771	⁽¹⁾	⁽¹⁾	Common Stock	4,771	$0⁽¹⁾	0	I	Held by Charter Advisors Fund IV, L.P.⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	08/10/2005		C			15,130	⁽¹⁾	⁽¹⁾	Common Stock	15,130	$0⁽¹⁾	0	I	Held by Charter Entrepreneurs Fund IV, L.P.⁽⁶⁾
Series B Convertible Preferred Stock	⁽¹⁾	08/10/2005		C			351,691	⁽¹⁾	⁽¹⁾	Common Stock	351,691	$0⁽¹⁾	0	I	Held by CLS I-IV, LLC⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	08/10/2005		C			4,218	⁽¹⁾	⁽¹⁾	Common Stock	4,218	$0⁽¹⁾	0	I	Held by Charter Advisors Fund IV, L.P.⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	08/10/2005		C			13,376	⁽¹⁾	⁽¹⁾	Common Stock	13,376	$0⁽¹⁾	0	I	Held by Charter Entrepreneurs Fund IV, L.P.⁽⁶⁾
Preferred Stock Warrants (Right to Buy)	$5.43	08/10/2005		C			8,810	08/10/2005	⁽³⁾	Series B Convertible Preferred Stock	8,810	$0⁽⁵⁾	0	D
Preferred Stock Warrants (Right to Buy)	$5.43	08/10/2005		C			34,833	08/10/2005	⁽³⁾	Series B Convertible Preferred Stock	34,833	$0⁽⁵⁾	0	I	Held by CLS I-IV, LLC⁽²⁾
Preferred Stock Warrants (Right to Buy)	$5.43	08/10/2005		C			661	08/10/2005	⁽³⁾	Series B Convertible Preferred Stock	661	$0⁽⁵⁾	0	I	Held by Charter Advisors Fund IV, L.P.⁽⁴⁾
Preferred Stock Warrants (Right to Buy)	$5.43	08/10/2005		C			1,865	08/10/2005	⁽³⁾	Series B Convertible Preferred Stock	1,865	$0⁽⁵⁾	0	I	Held by Charter Entrepreneurs Fund IV, L.P.⁽⁶⁾
Common Stock Warrants (Right to Buy)	$5.43	08/10/2005		C		8,810		08/10/2005	⁽³⁾	Common Stock	8,810	$0⁽⁵⁾	8,810	D
Common Stock Warrants (Right to Buy)	$5.43	08/10/2005		C		34,833		08/10/2005	⁽³⁾	Common Stock	34,833	$0⁽⁵⁾	34,833	I	Held by CLS I-IV, LLC⁽²⁾
Common Stock Warrants (Right to Buy)	$5.43	08/10/2005		C		661		08/10/2005	⁽³⁾	Common Stock	661	$0⁽⁵⁾	661	I	Held by Charter Advisors Fund IV, L.P.⁽⁴⁾
Common Stock Warrants (Right to Buy)	$5.43	08/10/2005		C		1,865		08/10/2005	⁽³⁾	Common Stock	1,865	$0⁽⁵⁾	1,865	I	Held by Charter Entrepreneurs Fund IV, L.P.⁽⁶⁾

Explanation of Responses:

1. The shares of Preferred Stock automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

2. Dr. Harrison is a manager of CLS I-IV, LLC and disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.

3. Warrants expire on August 10, 2006 (one year from the date of the Issuer's initial public offering).

4. Dr. Harrison disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.

5. The shares of Series B Convertible Preferred Stock issuable upon conversion of the Warrants automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

6. Dr. Harrison disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.

	/s/ Thomas J. Etergino as Attorney-in-Fact for Donald C. Harrison	08/15/2005
	** 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).
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