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^*

STASSEN DAVID W

(Last)

(First)

(Middle)

10400 VIKING DRIVE

SUITE 550

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN MEDICAL SYSTEMS HOLDINGS INC [ AMMD ]

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)
03/08/2004

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)
Voting Common Stock								39,708	D
Voting Common Stock	03/08/2004		S		2,276	D	$28.7365	10,001⁽¹⁾	I	see footnote⁽¹⁾
Voting Common Stock	03/09/2004		S		67	D	$29.05	9,934⁽¹⁾	I	see footnote⁽¹⁾
Voting Common Stock	03/10/2004		S		201	D	$28.6167	9,733⁽¹⁾	I	see footnote⁽¹⁾
Voting Common Stock	03/08/2004		S		82,724	D	$28.7365	363,486⁽²⁾⁽³⁾	I	see footnote⁽²⁾⁽³⁾
Voting Common Stock	03/09/2004		S		2,433	D	$29.05	361,053⁽²⁾⁽³⁾	I	see footnote⁽²⁾⁽³⁾
Voting Common Stock	03/10/2004		S		7,299	D	$28.6167	353,754⁽²⁾⁽³⁾	I	see footnote⁽²⁾⁽³⁾

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)

Explanation of Responses:

1. Represents securities held by SPVC Partners I, LLC, of which the reporting person is a managing member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Represents securities held by St. Paul Fire and Marine Insurance Company. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest he may have therein. The reporting person serves as executive vice president of St. Paul Venture Capital, Inc. St. Paul Fire and Marine Insurance Company has designated St. Paul Venture Capital, Inc. as the manager of the shares it holds directly. St. Paul Venture Capital, Inc has delegated to a four member investment committee, of which David W. Stassen is one, voting and investment power over the shares held by directly by St. Paul Fire and Marine Insurance Company.

3. (continuation of footnote 2) St. Paul Fire and Marine Insurance Company owns a controlling interest and has appointed a majority of the members of the board of directors of St. Paul Venture Capital, Inc. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest he may have therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ David W. Stassen	03/10/2004
	** 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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