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^*

YOUNG RODNEY A

(Last)

(First)

(Middle)

350 OAK GROVE PARKWAY

(Street)

SAINT PAUL

55127

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANGEION CORP/MN [ ANGN ]

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)
12/31/2010

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	12/31/2010		D		8,889⁽¹⁾	D	$0	56,065	D
Common Stock	12/31/2010		D		22,222⁽²⁾	D	$0	33,843	D
Common Stock	03/22/2011		M		35,000	A	$2.53	68,843	D
Common Stock	03/22/2011		F		18,109⁽³⁾	D	$4.89⁽⁴⁾	50,734	D
Common Stock	03/22/2011		F		1,870⁽⁵⁾	D	$4.89⁽⁴⁾	48,864	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)
Stock Option (Right to Buy)	$2.53	03/22/2011		M			35,000	09/15/2005	09/15/2015	Common Stock	35,000	$0	0	D

Explanation of Responses:

1. The Reporting Person was granted 26,667 shares of restricted stock on August 28, 2008. One-third of the shares vested on the first and second anniversaries of the date of grant. The remaining 8,889 shares were forfeited when the Reporting Person stepped down as President and CEO of the Issuer effective December 31, 2010.

2. The Reporting Person was granted 33,333 shares of restricted stock on June 3, 2009. One-third of the shares vested on the first anniversary of the date of grant. The remaining 22,222 shares were forfeited when the Reporting Person stepped down as President and CEO of the Issuer effective December 31, 2010.

3. This Form 4 reports the delivery by attestation to the Issuer of 18,109 shares of stock already owned by the Reporting Person to pay the exercise price for 24,500 incentive stock options and 10,500 nonqualified stock options.

4. The price of $4.89 is equal to the fair market value on the date of exercise and is used to determine the value of the shares delivered by attestation to the Issuer for payment of both the option exercise price and the tax withholding obligation. The Board of Directors expressly authorized delivery by attestation for the Reporting Person.

5. The Reporting Person is required to pay the tax withholding obligation associated with the exercise of nonqualified stock options. Therefore, the Reporting Person has delivered by attestation to the Issuer 1,870 shares of stock already owned for the payment of this obligation.

	Robert D. Bubalo, Attorney-in-Fact for Rodney A. Young	03/24/2011
	** 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.
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