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* LAWLOR AUGUSTINE (Last) (First) (Middle) 55 CAMBRIDGE PARKWAY SUITE 301 (Street) CAMBRIDGE MA 02142 (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 X 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		3,869,796	A	$0(1)	4,212,628(2)	I(3)	and Direct

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 Convertible Preferred	$0(4)	07/03/2006		C			8,250,300	(4)	(4)	Common Stock	8,250,300(4)	$0(4)	0	I(1)	and Direct
Series C Convertible Preferred	$0(5)	07/03/2006		C			7,280,001	(5)	(5)	Common Stock	7,280,001(5)	$0(5)	0	I(1)	and Direct
Series D Convertible Preferred	$0(6)	07/03/2006		C			3,447,188	(6)	(6)	Common Stock	3,447,188(6)	$0(6)	0	I(1)	and Direct

Explanation of Responses:

1. Not Applicable.

2. Includes 296,239 shares of the Issuer's common stock issued to HealthCare Ventures VI, L.P. ("HCVVI") in satisfaction of accumulated dividends on the Series A and Series C Convertible Preferred Stock owned by HCVVI and 46,593 shares of the Issuer's common stock issued to HealthCare Ventures VIII, L.P. ("HCVVIII") in satisfaction of accumulated dividends on the Series D Convertible Preferred Stock owned by HCVVIII.

3. 3,463,102 of these shares are owned by HCVVI and 749,526 of these shares are owned by HCVVIII. These securities are indirectly beneficially owned by the Reporting Person as a general partner of HealthCare Partners VI, L.P. ("HCPVI"), the general partner of HCVVI and as a managing director of HealthCare Partners VIII, LLC, which is the general partner of HealthCare Partners VIII, L.P., the general partner of HCVVIII. Mr. Lawlor disclaims beneficial ownership of those securities in which he does not have a pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16, except to the extent of his pecuniary interest therein.

4. These securities automatically converted into 1,682,361 shares of the Issuer's Common Stock on July 3, 2006, the closing of the initial public offering of the Issuer. The conversion of the Series A Convertible Preferred Stock gives effect to the Issuer's 1 for 4.904 reverse stock split.

5. These securities automatically converted into 1,484,502 shares of the Issuer's Common Stock on July 3, 2006, the closing of the initial public offering of the Issuer. The conversion of the Series C Convertible Preferred Stock gives effect to the Issuer's 1 for 4.904 reverse stock split.

6. These securities automatically converted into 702,933 shares of the Issuer's Common Stock on July 3, 2006, the closing of the initial public offering of the Issuer. The conversion of the Series D Convertible Preferred Stock gives effect to the Issuer's 1 for 4.904 reverse stock split.

Remarks:

	/s/Jeffrey Steinberg, Attorney-in-Fact for Augustine Lawlor	07/05/2006
	** 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).
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