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^*

ATV Associates VII, L.L.C.

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRANS1 INC [ TSON ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	10/22/2007		C		2,427,307	A	⁽¹⁾	2,427,307	I⁽²⁾	By Advanced Technology Ventures VII, L.P.
Common Stock	10/22/2007		C		97,407	A	⁽¹⁾	97,407	I⁽³⁾	By Advanced Technology Ventures VII (B), L.P.
Common Stock	10/22/2007		C		46,820	A	⁽¹⁾	46,820	I⁽⁴⁾	By Advanced Technology Ventures VII (C), L.P.
Common Stock	10/22/2007		C		14,463	A	⁽¹⁾	14,463	I⁽⁵⁾	By ATV Entrepreneurs VII, L.P.

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	⁽⁶⁾	10/22/2007		C			1,531,339	⁽⁶⁾	⁽¹⁾	Common Stock	1,531,339	⁽¹⁾	0	I⁽²⁾	By Advanced Technology Ventures VII, L.P.
Series C Convertible Preferred Stock	⁽⁶⁾	10/22/2007		C			895,968	⁽⁶⁾	⁽¹⁾	Common Stock	895,968	⁽¹⁾	0	I⁽²⁾	By Advanced Technology Ventures VII, L.P.
Series B Convertible Preferred Stock	⁽⁶⁾	10/22/2007		C			61,452	⁽⁶⁾	⁽¹⁾	Common Stock	61,452	⁽¹⁾	0	I⁽³⁾	By Advanced Technology Ventures VII (B), L.P.
Series C Convertible Preferred Stock	⁽⁶⁾	10/22/2007		C			35,955	⁽⁶⁾	⁽¹⁾	Common Stock	35,955	⁽¹⁾	0	I⁽³⁾	By Advanced Technology Ventures VII (B), L.P.
Series B Convertible Preferred Stock	⁽⁶⁾	10/22/2007		C			29,538	⁽⁶⁾	⁽¹⁾	Common Stock	29,538	⁽¹⁾	0	I⁽⁴⁾	By Advanced Technology Ventures VII (C), L.P.
Series C Convertible Preferred Stock	⁽⁶⁾	10/22/2007		C			17,282	⁽⁶⁾	⁽¹⁾	Common Stock	17,282	⁽¹⁾	0	I⁽⁴⁾	By Advanced Technology Ventures VII (C), L.P.
Series B Convertible Preferred Stock	⁽⁶⁾	10/22/2007		C			9,125	⁽⁶⁾	⁽¹⁾	Common Stock	9,125	⁽¹⁾	0	I⁽⁵⁾	By ATV Entrepreneurs VII, L.P.
Series C Convertible Preferred Stock	⁽⁶⁾	10/22/2007		C			5,338	⁽⁶⁾	⁽¹⁾	Common Stock	5,338	⁽¹⁾	0	I⁽⁵⁾	By ATV Entrepreneurs VII, L.P.

1. Name and Address of Reporting Person^*

ATV Associates VII, L.L.C.

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Advanced Technology Ventures VII(B), L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET,

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Advanced Technology Ventures VII(C), L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ATV Entrepreneurs VII, L.P.

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ADVANCED TECHNOLOGY VENTURES VII LP

(Last)

(First)

(Middle)

1000 WINTER STREET

SUITE 3700

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Not applicable.

2. The reported securities are owned directly by Advanced Technology Ventures VII, L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of Advanced Technology Ventures VII, L.P. ATV Associates VII, L.L.C. and each of the other reporting persons disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.

3. The reported securities are owned directly by Advanced Technology Ventures VII (B), L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of Advanced Technology Ventures VII (B), L.P. ATV Associates VII, L.L.C. and each of the other reporting persons disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.

4. The reported securities are owned directly by Advanced Technology Ventures VII (C), L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of Advanced Technology Ventures VII (C), L.P. ATV Associates VII, L.L.C. and each of the other reporting persons disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.

5. The reported securities are owned directly by ATV Entrepreneurs VII, L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of ATV Entrepreneurs VII, L.P. ATV Associates VII, L.L.C. and each of the other reporting persons disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.

6. The reported securities automatically converted into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering on October 22, 2007.

Remarks:

The Date of Event is based upon the closing date of the Issuer's initial public offering of Common Stock. See Exhibit 99.1 - Joint Filer Information. EXHIBIT LIST: Exhibit 99.1 - Joint Filer Information

	/s/ Michael A. Carusi	10/22/2007
	Michael A. Carusi	10/22/2007
	Michael A. Carusi	10/22/2007
	Michael A. Carusi	10/22/2007
	Michael A Carusi	10/22/2007
	** 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).
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