SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* FIRST MANHATTAN CO (Last) (First) (Middle) 437 MADISON AVE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/02/2009	3. Issuer Name and Ticker or Trading Symbol ASPECT MEDICAL SYSTEMS INC [ ASPM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	1,010,391	I	See Note(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* FIRST MANHATTAN CO (Last) (First) (Middle) 437 MADISON AVE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* First Manhattan Co. Inc (Last) (First) (Middle) 437 MADISON AVENUE - 31ST FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. In addition to First Manhattan Co., this form is being filed jointly by First Manhattan Co., Inc., which has the same business address as First Manhattan Co. Each reporting person disclaims beneficial ownership of the securities reported hereon except to the extent of its pecuniary interest, if any, therein.

2. Represents securities held directly for the accounts of First Health, L.P. and First Health Associates, L.P., limited partnerships of which First Manhattan Co., Inc. is the general partner and First Manhattan Co. is the investment adviser, and securities held directly for the account of First Health Limited, a limited company incorporated in the Cayman Islands to which First Manhattan Co. is the investment adviser.

	/s/ Neal K. Stearns, Managing Member of First Manhattan LLC, General Partner of First Manhattan Co.	03/06/2009
	/s/ Neal K. Stearns, Vice President of First Manhattan Co. Inc.	03/06/2009
	** 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 5 (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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