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* Schuler Family Foundation (Last) (First) (Middle) 28161 NORTH KEITH DRIVE (Street) LAKE FOREST IL 60045 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/08/2013	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	9,489,546	D

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
Warrant (right to buy)	(1)(2)	(1)(2)	Common Stock	3,744,094	$1.23	D
Warrant (right to buy)	(1)(2)	(1)(2)	Common Stock	3,744,094	$1.5	D
Warrant (right to buy)	(1)(2)	(1)(2)	Common Stock	3,744,094	$2	D

Explanation of Responses:

1. Pursuant to a Securities Purchase Agreement, dated as of July 30, 2013, among the issuer and each person identified as a purchaser in Exhibit A to the agreement, the purchasers, inclding the reporting person, purchased warrants to purchase shares of Common Stock at a price per warrant of $0.125. The warrants are comprised of three tranches as follows: (a) Series A Warrants, with an exercise price equal to $1.23 per warrant share; (b) Series B Warrants, with an exercise price equal to $1.50 per warrant share; and (c) Series C Warrants, with an exercise price equal to $2.00 per warrant share. The warrants are exercisable, in whole or in part, at any time after August 8, 2013 through and including August 8, 2015.

2. The Series A Warrants are subject to mandatory exercise subsequent to the issuer's receipt of regulatory approval in the United States for the issuer's new 6F Magellan catheter. The Series B Warrants and the Series C Warrants provide that the holder of the warrants may not exercise them to the extent that doing so would result in the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) beneficially owning more than 19.99% of the shares of Common Stock then outstanding.

	Jack W. Schuler, Director	08/16/2013
	** 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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