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^*

Rudelius Robert James

(Last)

(First)

(Middle)

6913 ARBOR LANE

(Street)

MCCLEAN

22101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProUroCare Medical Inc. [ PUMD ]

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)
07/11/2008

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, $0.00001 par value	07/11/2008		P⁽¹¹⁾		4,792	A	$1	5,209	D
Common Stock, $0.00001 par value	07/11/2008		J⁽¹²⁾		10,000	A	$1	15,209	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 Options	$2.9							⁽¹⁾	06/12/2014	Common Stock, $0.00001 par value	3,000		3,000	D
Warrants	⁽²⁾							⁽³⁾	12/31/2012	Common Stock, $0.00001 par value	4,000		4,000	D
Convertible Promissory Notes	⁽⁴⁾							⁽⁶⁾	06/27/2009	Common stock, $0.00001 par value	⁽⁵⁾⁽⁷⁾		$19,000	D
Convertible Promissory Notes	⁽⁸⁾							⁽⁶⁾	08/13/2009	Common stock, $0.00001 par value	⁽⁷⁾⁽⁹⁾		$9,500	I	By Noble Ventures, of which reporting person is the majority owner
Warrants	⁽²⁾							⁽¹⁰⁾	12/31/2012	Common stock, $.00001 par value	2,000		2,000	I	By Noble Ventures, of which reporting person is the majority owner

Explanation of Responses:

1. 1,000 options vested as of February 28, 2008; remaining options vest as to 125 shares per month.

2. Each warrant is exercisable into common stock at 50% of the per share price of equity securities issued in a public offering. in the event that ProUroCare Medical Inc. fails to close a public offering prior to June 27, 2009, each warrant will be exercisable at 50% of the closing price of ProUroCare Medical Inc.'s common stock on that date.

3. Each of the warrants will become exercisable upon the earlier of the closing of an underwritten public offering or June 27, 2009.

4. The Notes and any accrued interest thereon are convertible into common stock at 70% of the per share price of equity securities issued in a public offering. In the event that ProUroCare Medical Inc. fails to close a public offering prior to June 27, 2009, the Notes and any accrued interest thereon will be convertible into common stock at $0.05 per share.

5. The number of shares that the notes are convertible into depends upon the converion price that is to be determined at the time of an underwritten public offering. If ProUroCare Medical Inc. fails to close on an underwritten public offering by June 27, 2009 and fails to prepay the notes, the notes will be convertible into 380,000 shares of common stock.

6. The notes are convertible into common stock upon the closing of an underwritten public offering of equity securities by ProUroCare Medical Inc.

7. Principal amount. Interest accrues at 10%, and is convertible into common stock as well.

8. The Notes and any accrued interest thereon are convertible into common stock at 70% of the per share price of equity securities issued in a public offering. In the event that ProUroCare Medical Inc. fails to close a public offering prior to August 13, 2009, the Notes and any accrued interest thereon will be convertible into common stock at $0.05 per share.

9. The number of shares that the notes are convertible into depends upon the converion price that is to be determined at the time of an underwritten public offering. If ProUroCare Medical Inc. fails to close on an underwritten public offering by August 13, 2009 and fails to prepay the notes, the notes will be convertible into 190,000 shares of common stock.

10. Each of the warrants will become exercisable upon the earlier of the closing of an underwritten public offering or August 13, 2009.

11. Issued to reporting person in lieu of cash for accrued director's fees.

12. Issued to reporting person in recognition of extraordinary time and effort spent of the Company's restructuring and refinancing since January 2007.

	Richard B. Thon by power of attorney	07/14/2008
	** 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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