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^*

YOSELOFF MARK LAWRENCE

(Last)

(First)

(Middle)

1106 PALMS AIRPORT DRIVE

(Street)

LAS VEGAS

89119

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SHUFFLE MASTER INC [ SHFL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2004

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	05/06/2004		A		30,000	A	$32.6	332,236⁽¹⁾	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)
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)
Stock Options	$32.6	05/06/2004		A		70,000		10/31/2005	05/05/2014	Common Stock	70,000	$32.6	70,000	D
Stock Options	$2.3519⁽²⁾							⁽³⁾	10/25/2008	Common Stock	18,750		18,750	D
Stock Options	$2.9393⁽⁴⁾							⁽³⁾	10/25/2008	Common Stock	7,019		7,019	D
Stock Options	$2.5185⁽⁵⁾							⁽³⁾	11/03/2009	Common Stock	24,138		24,138	D
Stock Options	$6.6852⁽⁶⁾							⁽³⁾	11/20/2010	Common Stock	21,438		21,438	D
Stock Options	$7.9⁽⁷⁾							⁽³⁾	09/18/2011	Common Stock	108,435		108,435	D
Stock Options	$7.9⁽⁸⁾							09/19/2004	09/18/2011	Common Stock	67,343		67,343	D
Stock Options	$7.9⁽⁹⁾							09/19/2004	09/18/2011	Common Stock	12,657		12,657	D
Stock Options	$14.6067⁽¹⁰⁾							⁽³⁾	11/04/2012	Common Stock	37,500		37,500	D
Stock Options	$14.6067⁽¹⁰⁾							11/05/2004	11/04/2012	Common Stock	37,500		37,500	D
Stock Options	$14.6067⁽¹¹⁾							11/05/2005	11/04/2012	Common Stock	30,654		30,654	D
Stock Options	$14.6067⁽¹¹⁾							11/05/2006	11/04/2012	Common Stock	30,654		30,654	D
Stock Options	$14.6067⁽¹²⁾							11/05/2005	11/04/2012	Common Stock	6,846		6,846	D
Stock Options	$14.6067⁽¹²⁾							11/05/2006	11/04/2012	Common Stock	6,846		6,846	D
Stock Options	$12.8067⁽¹³⁾							⁽³⁾	03/11/2013	Common Stock	22,500		22,500	D
Stock Options	$12.8067⁽¹³⁾							03/12/2005	03/11/2013	Common Stock	22,500		22,500	D
Stock Options	$12.8067⁽¹³⁾							03/12/2006	03/11/2013	Common Stock	22,500		22,500	D
Stock Options	$12.8067⁽¹⁴⁾							03/12/2007	03/11/2013	Common Stock	14,693		14,693	D
Stock Options	$12.8067⁽¹⁵⁾							03/12/2007	03/11/2013	Common Stock	7,808		7,808	D
Stock Options	$18.5⁽¹⁶⁾							10/23/2004	10/22/2013	Common Stock	22,500		22,500	D
Stock Options	$18.5⁽¹⁶⁾							10/23/2005	10/22/2013	Common Stock	22,500		22,500	D
Stock Options	$18.5⁽¹⁶⁾							10/23/2006	10/22/2013	Common Stock	22,500		22,500	D
Stock Options	$18.5⁽¹⁶⁾							10/23/2007	10/22/2013	Common Stock	22,500		22,500	D
Stock Options	$22.82⁽¹⁷⁾							⁽¹⁸⁾	02/22/2014	Common Stock	247,500		247,500	D

Explanation of Responses:

1. On April 5, 2004, the common stock of the company split 3-for-2, resulting in the reporting person's acquisition of 101079 additional shares of common stock.

2. These options were previously reported as 12,500 shares at an exercise price of $3.5278, but was adjusted to reflect the split on April 5, 2004.

3. Currently exercisable.

4. These options were previously reported as 4,679 shares at an exercise price of $4.4089, but was adjusted to reflect the split on April 5, 2004.

5. These options were previously reported as 16,092 shares at an exercise price of $3.7778, but was adjusted to reflect the split on April 5, 2004.

6. These options were previously reported as 14,292 shares at an exercise price of $10.0278, but was adjusted to reflect the split on April 5, 2004.

7. These options were previously reported as 72,290 shares at an exercise price of $11.85, but was adjusted to reflect the split on April 5, 2004.

8. These options were previously reported as 44,895 shares at an exercise price of $11.85, but was adjusted to reflect the split on April 5, 2004.

9. These options were previously reported as 8,438 shares at an exercise price of $11.85, but was adjusted to reflect the split on April 5, 2004.

10. These options were previously reported as 25,000 shares at an exercise price of $21.91, but was adjusted to reflect the split on April 5, 2004.

11. These options were previously reported as 20,436 shares at an exercise price of $21.91, but was adjusted to reflect the split on April 5, 2004.

12. These options were previously reported as 4,564 shares at an exercise price of $21.91, but was adjusted to reflect the split on April 5, 2004.

13. These options were previously reported as 15,000 shares at an exercise price of $19.21, but was adjusted to reflect the split on April 5, 2004.

14. These options were previously reported as 9,795 shares at an exercise price of $19.21, but was adjusted to reflect the split on April 5, 2004.

15. These options were previously reported as 5,205 shares at an exercise price of $19.21, but was adjusted to reflect the split on April 5, 2004.

16. These options were previously reported as 15,000 shares at an exercise price of $27.75, but was adjusted to reflect the split on April 5, 2004.

17. These options were previously reported as 165,000 shares at an exercise price of $34.23, but was adjusted to reflect the split on April 5, 2004.

18. These options were previously reported as exercisable the earlier of certain target dates or when the company stock reaches a certain target price. The target price has now been reached, thus these options are now currently exercisable.

	Jerome R. Smith, by Power of Attorney	05/07/2004
	** 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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