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^*

Smith Scott E

(Last)

(First)

(Middle)

10513 RIGBY DR.

(Street)

EDEN PRAIRIE

55437

(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)
11/06/2009

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)
CommonStock, $0.00001 par value								105,667	D
Common stock, $0.00001 par value	11/06/2009		X⁽³⁾		20,000	A	$1.3	125,667	D
Common stock, $0.00001 par value	11/09/2009		P		925⁽⁵⁾	A	$1.43⁽⁵⁾	126,592	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	$7							⁽¹⁾	05/30/2013	Common Stock, $0.00001 par value	3,000		3,000	D
Warrants	$0.7							⁽¹⁾	12/31/2012	Common Stock, $0.00001 par value	7,000		7,000	D
Stock Options	$1							⁽¹⁾	08/12/2015	Common stock, $0.00001 par value	1,000		1,000	D
Stock Options	$0.85							⁽¹⁾	03/03/2016	Common stock, $0.00001 par value	20,000		20,000	D
Stock Options	$1.25							⁽¹⁾	08/11/2016	Common Stock, $0.00001 par value	1,000		1,000	D
Stock options	$1.5							⁽²⁾	09/29/2016	Common stock, $0.00001 par value	30,000		30,000	D
Warrants	$1.3	11/06/2009		X⁽³⁾			20,000	⁽¹⁾	01/07/2014	Common stock, $0.00001 par value	20,000	⁽⁴⁾	42,475	D
Warrants	$1.3	11/09/2009		A⁽³⁾		20,000		11/12/2009	11/12/2012	Common stock, $0.00001 par value	20,000	⁽³⁾	20,000	D

Explanation of Responses:

1. Currently exercisable.

2. Options shall vest on the latter of the date that the Company is cleared by the FDA to sell the ProUroScan System in the United States or the date the Company closes on an aggregate of $2,000,000 or more of incremental equity financing after the date of grant(including the exercise of existing warrants).

3. Exercise of warrants held by reporting person pursuant to the Company's offer to holders of warrants to receive upon exercise of their warrants, in addition to the common stock purchased, an equal number of new three-year $1.30 common stock purchase warrants.

4. Originally acquired pursuant to the automatic conversion of a promissory note and the accrued interest thereon at a price of $0.70 per unit upon the effectiveness of the issuer's public offering on Januray 7, 2009, each unit consisting of one share of common stock and one warrant to purchase common stock.

5. Issued to reporting person in lieu of cash interest on a loan to the Company. Price is the average of the bid and asked price on the date of issuance (11/6/09).

	Richard B. Thon by power of attorney	11/10/2009
	** 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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