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^*

LAVIGNE LOUIS J JR

(Last)

(First)

(Middle)

C/O KYPHON INC.

1221 CROSSMAN AVENUE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

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

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)
11/02/2007

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)
Common Stock	11/02/2007		D		300	D	⁽¹⁾	0	I	Lavigne Family Trust- Custody⁽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)
Director Stock Option (Right to Buy)	$65.69	11/02/2007		D			7,500	⁽³⁾	08/01/2017	Common Stock	7,500	$5.31	0	D
Director Stock Option (Right to Buy)	$34.06	11/02/2007		D			7,500	⁽⁴⁾	07/31/2016	Common Stock	7,500	$36.94	0	D
Director Stock Option (Right to Buy)	$34.06	11/02/2007		D			7,500	⁽⁵⁾	07/01/2015	Common Stock	7,500	$36.94	0	D
Director Stock Option (Right to Buy)	$24.4	11/02/2007		D			20,000	⁽⁶⁾	10/01/2014	Common Stock	20,000	$46.6	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement among Kyphon Inc., Jets Acquisition Corporation and Medtronic, Inc. in exchange for $71.00 per share in cash on the effective date of the merger.

2. Includes 300 shares held by Lavigne Family Trust - Custody, a revocable trust, which grantors/trustees are Mr. Lavigne and his spouse.

3. This option, which provided for vesting of 1/36 of shares per month beginning on 9/1/07, was cancelled in the merger with Medtronic, Inc. in exchange for a cash payment of $39,825, representing the difference between the exercise price of the option and the merger consideration.

4. This option, which provided for vesting of 1/36 of shares per month beginning on 8/31/06, was cancelled in the merger with Medtronic, Inc. in exchange for a cash payment of $277,050, representing the difference between the exercise price of the option and the merger consideration.

5. This option, which provided for vesting of 1/36 of shares per month beginning on 8/1/05, was cancelled in the merger with Medtronic, Inc. in exchange for a cash payment of $277,050, representing the difference between the exercise price of the option and the merger consideration.

6. This option, which provided for vesting of 1/36 of shares per month beginning on 11/1/04, was cancelled in the merger with Medtronic, Inc. in exchange for a cash payment of $932,000, representing the difference between the exercise price of the option and the merger consideration.

	/s/ Arthur T. Taylor, Attorney-in-Fact	11/06/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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