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^*

Trigg Leslie

(Last)

(First)

(Middle)

651 CAMPUS DRIVE

(Street)

ST. PAUL

55112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cardiovascular Systems Inc [ CSII ]

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)
02/20/2014

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								14,146	D
Common Stock	02/20/2014		X		745	A	$8.83	2,707	I	By Trigg Family Trust
Common Stock	02/20/2014		S⁽¹⁾		216	D	$30.4	2,491	I	By Trigg Family Trust

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 Option (right to buy)	$8.83							⁽²⁾	10/02/2016	Common Stock	6,470		6,470	D
Warrant (right to buy)	$8.83	02/20/2014		X			745	02/25/2009	02/24/2014	Common Stock	745	$0	0	I	By Trigg Family Trust
Restricted Stock Units	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	6,707		6,707	D
Restricted Stock Units	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	7,192		7,192	D
Restricted Stock Units	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	10,917		10,917	D
Restricted Stock Units	⁽⁴⁾							08/13/2015	08/13/2015	Common Stock	2,749		2,749	D
Restricted Stock Units	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	4,580		4,580	D

Explanation of Responses:

1. On February 20, 2014, the reporting person exercised a warrant to purchase 745 shares of Cardiovascular Systems, Inc. ("CSI") common stock for $8.83 a share. The reporting person paid the exercise price for the warrant on a cashless basis, resulting in CSI's withholding of 216 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 529 shares.

2. Fully exercisable.

3. Each restricted stock unit represents the right to receive a payment from CSI equal in value to the market price per share of CSI common stock on the date of payment, and shall be payable in cash or shares of the Company's common stock beginning six months following the termination of each director's board membership.

4. Each restricted stock unit represents the right to receive a payment from CSI equal in value to the market price per share of CSI common stock on the date of payment, and shall be payable in cash or shares of the Company's common stock on the payment date.

5. Each restricted stock unit represents the right to receive a payment from CSI equal in value to the market price per share of CSI common stock on the date of payment, and shall be payable in cash or shares of Company common stock beginning six months following the termination of each director's board membership; provided, however, that the restricted stock units vest in quarterly amounts of 1,145 on each of September 30, 2013, December 31, 2013, March 31, 2014 and June 30, 2014.

Remarks:

	/s/ Amanda Schmall as Attorney-in-Fact for Leslie L.Trigg pursuant to Power of Attorney filed herewith.	02/24/2014
	** 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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