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

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^*

Freund John Gordon

(Last)

(First)

(Middle)

C/O SKYLINE VENTURE PARTNERS

525 UNIVERSITY AVENUE, SUITE 520

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HANSEN MEDICAL INC [ HNSN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2006

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)
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	11/21/2006		C		52,177	A	$0.00	52,177	I	See Footnote⁽¹⁾⁽²⁾
Common Stock	11/21/2006		C		2,095,701	A	$0.00	2,095,701	I	See Footnote⁽¹⁾⁽³⁾
Common Stock	11/21/2006		C		170,909	A	$0.00	170,909	I	See Footnote⁽¹⁾⁽⁴⁾

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)
Series A Preferred Stock	⁽⁵⁾	11/21/2006		C			25,659	11/21/2006	⁽⁵⁾	Common Stock	25,659	$0.00	0	I	See Footnote⁽¹⁾⁽²⁾
Series A Preferred Stock	⁽⁵⁾	11/21/2006		C			1,030,590	11/21/2006	⁽⁵⁾	Common Stock	1,030,590	$0.00	0	I	See Footnote⁽¹⁾⁽³⁾
Series B Preferred Stock	⁽⁵⁾	11/21/2006		C			12,333	11/21/2006	⁽⁵⁾	Common Stock	12,333	$0.00	0	I	See Footnote⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽⁵⁾	11/21/2006		C			495,369	11/21/2006	⁽⁵⁾	Common Stock	495,369	$0.00	0	I	See Footnote⁽¹⁾⁽³⁾
Series C Preferred Stock	⁽⁵⁾	11/21/2006		C			14,185	11/21/2006	⁽⁵⁾	Common Stock	14,185	$0.00	0	I	See Footnote⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽⁵⁾	11/21/2006		C			569,742	11/21/2006	⁽⁵⁾	Common Stock	569,742	$0.00	0	I	See Footnote⁽¹⁾⁽³⁾
Series C Preferred Stock	⁽⁵⁾	11/21/2006		C			170,909	11/21/2006	⁽⁵⁾	Common Stock	170,909	$0.00	0	I	See Footnote⁽¹⁾⁽⁴⁾

Explanation of Responses:

1. The shares owned by Skyline Venture Partners III, L.P. (SVPIII) are under common control with Skyline Venture Partners Qualified Purchaser Fund III, L.P. (Managing Member of the General Partner of QP) and Skyline Expansion Fund, L.P. (EF). Skyline Venture Management III, LLC is the general partner of SVPIII, QP and EF. John G. Freund, M.D. and Yasunori Kaneko are the Managing Directors of Skyline Venture Management III, LLC. As such, the Reporting Person shares voting and investment power over the shares held by SVPIII, QP and EF and may be deemed to hold an indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein.

2. By Skyline Venture Partners III, L.P.

3. By Skyline Venture Partners Qualified Purchasers Fund III, L.P.

4. By Skyline Expansion Fund, L.P.

5. The Issuer?s Preferred Stock automatically converted into Common Stock on a one-for-one basis upon the closing of the Issuer?s initial public offering.

Remarks:

	/s/ John G. Freund	11/21/2006
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.