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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

EMMITT RICHARD B

(Last)

(First)

(Middle)

C/O THE VERTICAL GROUP, L.P.

25 DEFOREST AVENUE

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ev3 Inc. [ EVVV ]

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)
05/15/2006

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	05/15/2006		P		15,000	A	$14.46	3,316,724	I	See Explanation⁽¹⁾
Voting Common Stock	05/16/2006		P		100,000	A	$13.67	3,416,724	I	See Explanation⁽¹⁾

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)	$12.29							⁽²⁾	07/26/2011	Common Stock	7,620		7,620	D
Stock Option (right to buy)	$9.96							⁽²⁾	05/30/2012	Common Stock	1,905		1,905	D
Stock Option (right to buy)	$6.47							⁽³⁾	05/22/2013	Common Stock	1,905		1,905	D
Stock Option (right to buy)	$8.76							⁽⁴⁾	05/20/2014	Common Stock	1,905		1,905	D
Common Stock (right to buy)	$8.4							⁽⁵⁾	05/26/2015	Common Stock	1,905		1,905	D

Explanation of Responses:

1. The securities are owned by Vertical Fund I, L.P. and Vertical Fund II, L.P. (together, the "Funds"). The reporting person is a general partner of The Vertical Group, L.P., the general partner of the Funds, and he disclaims beneficial ownership of the securities except to the extent of his indirect pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

2. The options were received in exchange for options to purchase common stock of Micro Therapeutics, Inc. ("MTIX Options")in connection with the merger of Micro Therapeutics, Inc. into a wholly-owned subsidiary of the issuer (the "Merger"), and such options are fully exercisable.

3. The options were received in exchange for MTIX Options in connection with the Merger. Three-fourths of such options are currently exercisable, and the remainder become exercisable on May 22, 2006

4. The options were received in exchange for MTIX Options in connection with the Merger. The options become exercisable in four equal annual installments commencing May 20, 2004.

5. The options were received in exchange for MTIX Options in connection with the Merger. The options become exercisable in four equal annual installments commencing May 26, 2005.

	/s/ Richard B. Emmitt	05/17/2006
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.