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^*

SUTTER MARTIN P

(Last)

(First)

(Middle)

21 WATERWAY AVENUE

SUITE 225

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATS MEDICAL INC [ ATSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2009

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)
Common Stock								50,000	D
Common Stock	12/18/2009		M		906,250	A	$2.475	8,619,016⁽¹⁾	I	Essex Woodlands Health Ventures Fund VIII, L.P.⁽²⁾
Common Stock	12/18/2009		M		65,341	A	$2.475	621,434⁽¹⁾	I	Essex Woodlands Health Ventures Fund VIII-A, L.P.⁽²⁾
Common Stock	12/18/2009		M		28,409	A	$2.475	270,189⁽¹⁾	I	Essex Woodlands Health Ventures Fund VIII-B, L.P.⁽²⁾

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)
Restricted Stock Unit	⁽³⁾							12/19/2010	12/19/2010	Common Stock	3,000		3,000	D
Warrant	$2.475⁽⁴⁾	12/18/2009		M			906,250	12/19/2008	12/19/2015	Common Stock	2,311,635	$0.00	1,407,580⁽¹⁾	I	Essex Woodlands Health Ventures Fund VIII, L.P.⁽²⁾
Warrant	$2.475⁽⁴⁾	12/18/2009		M			65,341	12/19/2008	12/19/2015	Common Stock	168,358	$0.00	101,487⁽¹⁾	I	Essex Woodlands Health Ventures Fund VIII-A, L.P.⁽²⁾
Warrant	$2.475⁽⁴⁾	12/18/2009		M			28,409	12/19/2008	12/19/2015	Common Stock	73,199	$0.00	44,125⁽¹⁾	I	Essex Woodlands Health Ventures Fund VIII-B, L.P.⁽²⁾
Restricted Stock Unit	⁽³⁾							06/30/2011⁽⁵⁾	06/30/2011⁽⁵⁾	Common Stock	15,901		15,901	D

Explanation of Responses:

1. Reflects an internal rebalancing of shares and warrants previously reported by the indirectly held Fund shares.

2. The reporting person is a managing director of the general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. 1 unit for 1 share of Common Stock

4. Warrants are exercisable at a price of $2.475 per share during the first year, $2.85 per share during the second year, and $3.10 thereafter.

5. Vest as to 100% on the earlier of this date, or the date of the second annual meeting following the date of grant.

Remarks:

	/s/ Martin P. Sutter	12/22/2009
	** 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).
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.