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^*

Burnett Joe

(Last)

(First)

(Middle)

3721 VALLEY CENTRE DR., SUITE 500

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Volcano Corp [ VOLC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014

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	12/31/2014		M		1,425	A	$0	1,425	D
Common Stock	12/31/2014		M		1,599	A	$0	3,024	D
Common Stock	01/02/2015		S⁽¹⁾		540	D	$17.88	2,484	D
Common Stock	01/02/2015		S⁽²⁾		606	D	$17.88	1,878	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)
Performance Shares	$0.0	12/31/2014		M			1,425	⁽³⁾	⁽³⁾	Common Stock	1,425	$0	0	D
Performance Shares	$0.0	12/31/2014		M			1,599	⁽⁴⁾	⁽⁴⁾	Common Stock	1,599	$0	1,600	D

Explanation of Responses:

1. Sale made by the Reporting Person in compliance with the provisions of Rule 10b5-1 to satisfy tax withholding obligations in connection with the partial vesting of Restricted Stock Unit awards granted on February 22, 2012.

2. Sale made by the Reporting Person in compliance with the provisions of Rule 10b5-1 to satisfy tax withholding obligations in connection with the partial vesting of Restricted Stock Unit awards granted on February 19, 2013.

3. Performance restricted stock units were granted on February 27, 2012 with 1/3 of the restricted units vesting on February 19, 2013 upon certification of achievement of certain performance criteria, 1/3 vesting on December 31, 2013 and the final 1/3 vesting on December 31, 2014, in each case, subject to requirement of continuous service through the applicable vesting date.

4. Performance restricted stock units granted on February 19, 2013 with 1/3 of the restricted units vesting on February 12, 2014 upon certification of achievement of certain performance criteria, 1/3 vesting on December 31, 2014 and the final 1/3 vesting on December 31, 2015, in each case, subject to the requirement of continuous service through the applicable vesting dates.

Remarks:

	By: John T. Dahldorf, Attorney-in-Fact	01/05/2015
	** 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.