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^*

WHEELER KURT

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

111 HUNTINGTON AVE., 31ST FLOOR

(Street)

BOSTON

02199

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2005

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	07/19/2005		C		455,713⁽¹⁾	A	$0.00	635,713	I	See footnote⁽²⁾
Common Stock	07/19/2005		C		795,280⁽³⁾	A	$0.00	1,430,993	I	See footnote⁽⁴⁾
Common Stock	07/19/2005		C		1,471,388⁽⁵⁾	A	$0.00	2,902,381	I	See footnote⁽⁶⁾
Common Stock	07/19/2005		X		121,940⁽⁷⁾	A	$8.37⁽⁷⁾	3,024,321	I	See footnote⁽⁸⁾
Common Stock	07/19/2005		J		92,790⁽⁹⁾	D	⁽⁷⁾	2,931,531	I	See footnote⁽¹⁰⁾

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 B Convertible Preferred Stock	⁽¹¹⁾	07/19/2005		C			1,620,368	⁽¹²⁾	⁽¹³⁾	Common Stock	455,713	$0.00	0	I	See footnote⁽¹⁴⁾
Series C Convertible Preferred Stock	⁽¹⁵⁾	07/19/2005		C			3,344,900	⁽¹²⁾	⁽¹³⁾	Common Stock	795,280	$0.00	0	I	See footnote⁽¹⁴⁾
Series D Convertible Redeemable Preferred Stock	⁽¹⁶⁾	07/19/2005		C			40,565,412	⁽¹²⁾	⁽¹³⁾	Common Stock	1,471,388	$0.00	0	I	See footnote⁽¹⁴⁾
Warrant	$8.37	07/19/2005		X			121,940	⁽¹²⁾	⁽¹⁷⁾	Common Stock	121,940⁽⁷⁾	$0.00	0	I	See Footnote⁽¹⁴⁾

Explanation of Responses:

1. The shares were converted as follows: 306,787 by MPM BioVentures II-QP, L.P. ("BV II QP"), 33,859 by MPM BioVentures II, L.P. ("BV II"), 7,063 by MPM Asset Management Investors 2000B LLC ("AM 2000B") and 108,004 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG ("BV KG"). MPM Asset Management II, L.P. ("AM II GP") and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is a member of AM 2000B and AM II LLC.

2. The shares are held as follows: 427,963 by BV II QP, 47,233 by BV II, 9,853 by AM 2000B and 150,664 by BV KG. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

3. The shares were converted as follows: 535,384 by BV II QP, 59,089 by BV II, 12,326 by AM 2000B and 188,481 by BV KG.

4. The shares are held as follows: 963,347 by BV II QP, 106,322 by BV II, 22,179 by AM 2000B and 339,145 by BV KG. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

5. The shares were converted as follows: 990,540 by BV II QP, 109,323 by BV II, 22,805 by AM 2000B and 348,720 by BV KG.

6. The shares are held as follows: 1,953,887 by BV II QP, 215,645 by BV II, 44,984 by AM 2000B and 687,865 by BV KG. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

7. Net exercise of the warrant for 121,940 shares resulting in an acquisition of 29,150 shares of common stock using fair market value of $11.00/share. The shares were exercised as follows: 82,092 by BV II QP, 9,060 by BV II, 1,888 by AM 2000B and 28,900 by BV KG.

8. The shares are held as follows: 2,035,979 by BV II QP, 224,705 by BV II, 46,872 by AM 2000B and 716,765 by BV KG. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

9. The shares disposed of in connection with the net exercise were as follows: 62,466 by BV II QP, 6,894 by BV II, 1,438 by AM 2000B and 21,992 by BV KG.

10. The shares are held as follows: 1,973,513 by BV II QP, 217,811 by BV II, 45,434 by AM 2000B and 694,773 by BV KG. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

11. Convertible at 0.281240 share of Common for 1 share of Preferred.

12. Immediate.

13. Not applicable.

14. No securities owned.

15. Convertible at 0.237759 share of Common for 1 share of Preferred.

16. Convertible at 0.036272 share of Common for 1 share of Preferred.

17. 60,970 expire on 2/3/08. 60,970 expire on 3/28/08. All warrants terminate if and to the extent not exercised prior to the completion of an IPO.

	/s/ Kurt Wheeler	07/19/2005
	** 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).
** 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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