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^*

DAVIS JAMES L

(Last)

(First)

(Middle)

6446 FLYING CLOUD DR

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProUroCare Medical Inc. [ PUMD ]

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)
12/03/2012

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, $0.00001 par value								57,482	I	Held by "Davis & Associates Inc."⁽²⁾
Common stock, $0.00001 par value								2,666,139	D
Common Stock, $0.00001 par value	12/03/2012		M		75,000	A	$0.5	169,964	I	Held by "Davis & Associate 401K PSP"⁽²⁾

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)
Warrants	$5							⁽¹⁾	12/27/2012	Common stock, $0.00001 par value	5,800		5,800	D
Warrants	$5							⁽¹⁾	12/27/2012	Common stock, $0.00001 par value	6,050		6,050	I	Held by "Davis & Associates Inc. 401K PSP"⁽²⁾
Warrants	$5							⁽¹⁾	12/27/2012	Common stock, $0.00001 par value	700		700	I	Held by "Davis & Associates Inc."⁽²⁾
Warrants	$1.5							⁽¹⁾	04/03/2013	Common stock, $0.00001 par value	25,000		25,000	D
Warrants	$1							⁽¹⁾	12/31/2012	Common stock, $0.00001 par value	30,000		30,000	D
Warrants	$2							⁽¹⁾	10/31/2013	Common Stock, $0.00001 par value	16,667		16,667	D
Warrants	$1.5							⁽¹⁾	09/25/2013	Common stock, $0.00001 par value	100,000		100,000	D
Warrants	$1.3							⁽¹⁾	01/07/2014	Common Stock, $0.00001 par value	195,000		195,000	D
Options	$2.41							⁽¹⁾	03/01/2017	Common stock, $0.00001 par value	10,374		10,374	D
Warrant	$1.3							⁽¹⁾	07/12/2013	Common stock, $0.00001 par value	100,000		100,000	D
Warrant	$1.3							⁽¹⁾	07/12/2013	Common stock, $0.00001 par value	20,000		20,000	I	Held by "Davis & Associates Inc. 401(k) PSP"⁽²⁾
Warrant	$1.3							⁽¹⁾	07/12/2013	Common stock, $0.00001 par value	20,000		20,000	I	Held by "Davis & Associates Inc."⁽²⁾
Warrants	$1.3							⁽¹⁾	08/02/2013	Common stock, $0.0001 par value	286,923		286,923	D
Warrants	$1.3							⁽¹⁾	01/07/2014	Common stock, $0.00001 par value	54,964		54,964	I	Held by "Davis & Associates Inc. 401K PSP"⁽²⁾
Warrants	$1.3							⁽¹⁾	08/02/2013	Common stock, $0.0001 par value	20,000		20,000	I	Held by Davis & Associates, Inc. 401(k) PSP⁽²⁾
Warrants	$1.3							⁽¹⁾	01/07/2014	Common stock, $0.00001 par value	17,482		17,482	I	Held by "Davis & Associates Inc."⁽²⁾
Warrants	$1.3							⁽¹⁾	08/02/2013	Common stock, $0.0001 par value	20,000		20,000	I	Held by Davis & Associates, Inc.⁽²⁾
Options	$1.72							⁽¹⁾	08/10/2017	Common stock, $0.00001 par value	14,535		14,535	D
Warrants	$1.3							⁽¹⁾	01/07/2014	Common stock, $0.00001 par value	50,000		50,000	D
Stock options	$0.87							⁽¹⁾	08/09/2018	Common stock, $0.00001 par value	28,736		28,736	D
Convertible Note⁽³⁾	$1.3							⁽¹⁾	09/20/2013	Common stock, $0.00001 par value	⁽⁵⁾		$150,000	D
Convertible Note	$1.1							⁽¹⁾	08/28/2012⁽⁵⁾	Common Stock, $0.00001 par value	⁽⁵⁾		$11,758	D
Warrant	$1.3							⁽¹⁾	01/07/2014	Common stock, $0.00001 par value	62,923		62,923	D
Convertible Note	$1.3							⁽¹⁾⁽⁶⁾	09/20/2013	Common stock, $0.00001 par value	76,923		250,000	D
Stock Options	$0.6							⁽⁴⁾	08/09/2019	Common stock, $0.00001 par value	25,000		25,000	D
Warrants	$0.5⁽⁸⁾	12/03/2012		M			30,000	⁽¹⁾	12/31/2012	Common stock, $0.00001 par value	30,000	$0	0	I⁽⁷⁾	Held by "Davis & Associates 401K PSP"⁽²⁾
Warrants	$0.5⁽⁸⁾	12/03/2012		M			10,000	⁽¹⁾	12/31/2012	Common stock, $0.00001 par value	10,000	$0	0	I	Held by "Davis & Associates Inc. 401K PSP"⁽²⁾
Warrants	$0.5⁽⁸⁾	12/03/2012		M			5,000	⁽¹⁾	12/31/2012	Common stock, $0.00001 par value	5,000	$0	0	I	Held by "Davis & Associates 401K PSP"⁽²⁾
Warrants	$0.5	12/03/2012		M			30,000	⁽¹⁾	12/31/2012	Common stock, $0.00001 par value	30,000	$0	0	I⁽⁷⁾	Held by "Davis & Associates 401K PSP"⁽²⁾⁽⁷⁾

Explanation of Responses:

1. Currently exercisable

2. Reporting person is the Sole owner of Davis & Associates Inc. and has sole voting power.

3. On October 31, 2011, the reporting person purchased a $100,000, 10% convertible secured subordinated promissory note from the issuer in a private placement. The promissory note and any accrued interest thereon is convertible at any time at the option of the reporting person into common stock at $1.30 per share. The promissory note matures on September 20, 2013, and may be called any time after the price of the issuer's common stock exceeds $4.00 per share for 10 consecutive days. The number of shares to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within 2 business days after conversion. The issuer's Board of Directors specifically approved the reporting person's participation in the private placement as exempt from the requirements of Section 16b as provided by Rules 16b-3(d) and 16b-3(e).

4. Annual option award pursuant to the Issuer's compensation policy for Directors upon their re-election to the Board of Directors. The seven-year options vest ratably over 12 months.

5. The principal amount and interest thereon accruing at a rate of 10% per year are convertible into common shares at $1.10 per share at any time through the August 28, 2012 maturity date. The number of shares to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within 2 business days after conversion. The issuer's Board of Directors specifically approved the transaction as exempt from the requirements of Section 16b as provided by Rules 16b-3(d).

6. On March 30, 2012, the reporting person purchased a $100,000, 10% convertible secured subordinated promissory note from the issuer in a private placement. The promissory note and any accrued interest thereon is convertible at any time at the option of the reporting person into common stock at $1.30 per share. The promissory note matures on March 31, 2014, and may be called any time after the price of the issuer's common stock exceeds $4.00 per share for 10 consecutive days. The issuer's Board of Directors specifically approved the reporting person's participation in the private placement as exempt from the requirements of Section 16b as provided by Rules 16b-3(d) and 16b-3(e).

7. Previously reported as a direct holding.

8. The exercise price had previously been reported as $0.70 per share in error. The correct exercise price is $0.50 per share, which was amended on a Form 4/A filed concurrently with this Form 4.

Remarks:

Deb - how does this look?

	Richard B. Thon by power of attorney	12/05/2012
	** 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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