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*
Koehn Paul A

(Last) (First) (Middle)
651 CAMPUS DRIVE

(Street)
ST. PAUL MN 55112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cardiovascular Systems Inc [ CSII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Quality & Operations
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2014
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 08/18/2014 A 8,060 (1) A $0 62,365 D
Common Stock 08/18/2014 A 8,060 (2) A $0 70,425 D
Common Stock 08/18/2014 A 5,373 (3) A $0 75,798 D
Common Stock 08/19/2014 S (4) 2,168 D $29.2791 (5) 73,630 D
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
Stock Option (right to buy) $8.83 (6) 04/17/2017 Common Stock 35,585 35,585 D
Stock Option (right to buy) $8.83 (6) 04/17/2017 Common Stock 1,294 1,294 D
Stock Option (right to buy) $7.9 (6) 06/11/2017 Common Stock 8,087 8,087 D
Stock Option (right to buy) $7.9 (6) 10/08/2017 Common Stock 12,940 12,940 D
Stock Option (right to buy) $12.15 (6) 12/11/2017 Common Stock 32,350 32,350 D
Stock Option (right to buy) $8.75 (6) 03/01/2019 Common Stock 8,087 8,087 D
Explanation of Responses:
1. Subject to performance-based forfeiture based on total shareholder return for fiscal 2015 versus the Company's peer group.
2. Subject to performance-based forfeiture based on annual revenue growth for fiscal 2015 versus the Company's peer group.
3. Restrictions lapse over a three-year period.
4. In connection with the vesting and delivery of restricted stock and pursuant to a Rule 10b5-1 trading plan, on the date the shares were sold the net proceeds were used to pay required withholding taxes.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.83 to $29.65 inclusive. The reporting person undertakes to provide Cardiovascular Systems, Inc., any security holder of Cardiovascular Systems, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. Fully exercisable.
Remarks:
/s/ Amanda Schmall as Attorney-in-Fact for Paul Koehn pursuant to Power of Attorney previously filed. 08/20/2014
** 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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