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* MITCHELL DANIEL J (Last) (First) (Middle) SEQUEL VENTURE PARTNERS, L.L.C. 4430 ARAPAHOE AVENUE, SUITE 220 (Street) BOULDER CO 80303 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol REPLIDYNE INC [ RDYN ]	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) 07/03/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/03/2006		C		1,261,870	A	(1)	1,412,065(2)	I	By Sequel Limited Partnership III(4)
Common Stock	07/03/2006		C		35,068	A	(1)	39,240(3)	I	By Sequel Entrepreneurs' Fund III, L.P.(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	$0(5)	07/03/2006		C			1,945,920	(5)	(5)	Common Stock	1,945,920(5)	(5)	0	I	By Sequel Limited Partnership III(4)
Series A Preferred Stock	$0(6)	07/03/2006		C			54,080	(6)	(6)	Common Stock	54,080(6)	(6)	0	I	By Sequel Entrepreneurs' Fund III, L.P.(4)
Series C Preferred Stock	$0(7)	07/03/2006		C			3,113,472	(7)	(7)	Common Stock	3,113,472(7)	(7)	0	I	By Sequel Limited Partnership III(4)
Series C Preferred Stock	$0(8)	07/03/2006		C			86,528	(8)	(8)	Common Stock	86,528(8)	(8)	0	I	By Sequel Entrepreneurs' Fund III, L.P.(4)
Series D Preferred Stock	$0(9)	07/03/2006		C			1,128,824	(9)	(9)	Common Stock	1,128,824(9)	(9)	0	I	By Sequel Limited Partnership III(4)
Series D Preferred Stock	$0(10)	07/03/2006		C			31,372	(10)	(10)	Common Stock	31,372(10)	(10)	0	I	By Sequel Entrepreneurs' Fund III, L.P.(4)
Warrant (right to buy)	$1.25	07/03/2006		C			38,919	(11)	(11)	Series C Preferred Stock	38,919(11)	(11)	0	I	By Sequel Limited Partnership III(4)
Warrant (right to buy)	$1.25	07/03/2006		C			1,083	(11)	(11)	Series C Preferred Stock	1,083(11)	(11)	0	I	By Sequel Entrepreneurs' Fund III, L.P.(4)
Warrant (right to buy)	$6.13(12)	07/03/2006		C		7,935		06/27/2006	06/27/2011	Common Stock	7,935(12)	(12)	7,935	I	By Sequel Limited Partnership III(4)
Warrant (right to buy)	$6.13(12)	07/03/2006		C		219		06/27/2006	06/27/2011	Common Stock	219(12)	(12)	219	I	By Sequel Entrepreneurs' Fund III, L.P.(4)

Explanation of Responses:

1. The Issuer's preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering.

2. Includes 150,195 shares of the Issuer's common stock issued to Sequel Limited Partnership III ("SLP III") in satisfaction of accumulated dividends on the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock owned by SLP III.

3. Includes 4,172 shares of the Issuer's common stock issued to Sequel Entrepreneurs' Fund III, L.P. ("SEF III") in satisfaction of accumulated dividends on the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock owned by SEF III.

4. The Reporting Person is a manager of Sequel Venture Partners III, L.L.C., the general partner of SLP III and SEF III. As such, the Reporting Person shares voting and investment power over the shares held by SLP III and SEF III and may be deemed to have indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of such shares held by SLP III and SEF III except to his proportionate pecuniary interest therein.

5. These securities automatically converted into 396,802 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series A Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.

6. These securities automatically converted into 11,027 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series A Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.

7. These securities automatically converted into 634,884 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series C Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.

8. These securities automatically converted into 17,644 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series C Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.

9. These securities automatically converted into 230,184 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series D Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.

10. These securities automatically converted into 6,397 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series D Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.

11. The warrants to purchase shares of the Issuer's Series C Preferred Stock automatically converted into warrants to purchase shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

12. The number of shares and exercise price gives effect to the Issuer's 1-for-4.901 reverse stock split.

	/s/ Laura M. Medina, Attorney-in-Fact	07/06/2006
	** 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.