SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
FEINBERG LARRY N

(Last) (First) (Middle)
200 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2012
3. Issuer Name and Ticker or Trading Symbol
HANSEN MEDICAL INC [ HNSN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share 100,000 D
Common Stock, par value $0.0001 per share 4,832,146 I See Footnote (1) (7)
Common Stock, par value $0.0001 per share 686,500 I See Footnote (2) (7)
Common Stock, par value $0.0001 per share 69,922 I See Footnote (3) (7)
Common Stock, par value $0.0001 per share 1,234,150 I See Footnote (4) (7)
Common Stock, par value $0.0001 per share 19,500 I See Footnote (5) (7)
Common Stock, par value $0.0001 per share 90,500 I See Footnote (6) (7)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These securities are owned by Oracle Partners, LP. ("Partners").
2. These securities are owned by Oracle Institutional Partners, LP. ("Institutional Partners").
3. These securities are owned by Oracle Offshore Limited ("Offshore Limited").
4. These securities are owned by Oracle Ten Fund Master, LP. ("Ten Fund").
5. These securities are owned by The Feinberg Family Foundation (the "Foundation").
6. These securities are owned by Oracle Investment Management, Inc. Employees' Retirement Plan (the "Retirement Plan").
7. The Reporting Person serves as the managing member of the Oracle Associates, LLC, the general partner of Partners and Institutional Partners, and accordingly, may be deemed to be the indirect beneficial owner of the shares beneficially owned by Partners and Institutional Partners. Mr. Feinberg is the sole shareholder, director and president of Oracle Investment Management, Inc., which serves as investment manager to Offshore Limited, Ten Fund and the Retirement Plan, and accordingly, may be deemed to be the beneficial owner of the shares beneficially owned by Offshore Limited and Ten Fund. Mr. Feinberg is the trustee of the "Foundation" and has the sole power to direct the voting and disposition of the Shares in Foundation and accordingly, may be deemed to be the indirect beneficial owner of the shares. Mr. Feinberg disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.
/s/ Larry Feinberg Larry Feinberg, Individually 01/25/2012
** 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 5 (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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