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^*

MERRELL KEITH L

(Last)

(First)

(Middle)

585 WEST 500 SOUTH

(Street)

BOUNTIFUL

84010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPECIALIZED HEALTH PRODUCTS INTERNATIONAL INC [ SHPI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2004

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	09/27/2004		A		58,658	A	$0⁽¹⁾	94,658	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)
Options	$1.23	09/27/2004		D			180,000	09/27/2004	11/14/2011	Common Stock	180,000	$0⁽¹⁾	0	D
Stock Units	$0⁽¹⁾	09/27/2004		A		47,224		09/27/2004	⁽¹⁾	Common Stock⁽¹⁾	0⁽¹⁾	$0	47,224	D

Explanation of Responses:

1. (1) In consideration of the cancellation of options to acquire 180,000 shares of common stock, the reporting person received 58,658 shares of restricted stock and 47,224 stock units under the registrant's 2004 Stock Incentive Plan (the "Plan"). The Stock Units may be awarded, when vested, in the form of cash or common stock at the discretion of the registrant. The restricted stock and stock units are unvested and vest according to the following schedule: (A) no portion of the securities vest prior to the third anniversary of the date on which the securities are issued to the Holder (the "Issue Date"); (B) the securities will become vested in full on the third anniversary of the Issue Date. Notwithstanding the foregoing, the securities shall immediately vest in full upon either: (i) the registrant receiving at least three million five hundred dollars ($3,500,000) in any single fiscal quarter in connection with a license agreement, sale of a product line and/or sale of technology which arrangements or agreements were not in effect as of the issue Date or (ii) there is a change in control of the registrant (as defined in the Plan). If the Plan is not approved the award of the referenced securities will be rescinded and the option disposition referenced in the table will be reinstated.

	/s/ Keith Merrell	09/29/2004
	** 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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