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^*

JONAS DAVID A

(Last)

(First)

(Middle)

ONE ROCHESTER MEDICAL DRIVE

(Street)

STEWARTVILLE

55976

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROCHESTER MEDICAL CORPORATION [ ROCM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2010

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	11/08/2010		M		20,000	A	$2.5625	61,500⁽¹⁾	D
Common Stock	11/08/2010		S		20,000	D	$11.2⁽²⁾	41,500⁽¹⁾	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 Option (Right to Buy)	$2.5625	11/08/2010		M			9,028	⁽³⁾	11/21/2010	Common Stock	9,028	$0.00	0	D
Stock Option (Right to Buy)	$2.5625	11/08/2010		M			10,972	⁽³⁾	11/21/2010	Common Stock	10,972	$0.00	0	D
Stock Option (Right to Buy)	$2.344							⁽³⁾	04/06/2011	Common Stock	10,000		10,000	D
Stock Option (Right to Buy)	$2.344							⁽³⁾	04/06/2011	Common Stock	30,000		30,000	D
Stock Option (Right to Buy)	$2.165							⁽³⁾	10/16/2011	Common Stock	4,998		4,998	D
Stock Option (Right to Buy)	$2.165							⁽³⁾	10/16/2011	Common Stock	15,002		15,002	D
Stock Option (Right to Buy)	$4.125							01/02/2004⁽⁴⁾	01/02/2013	Common Stock	10,000		10,000	D
Stock Option (Right to Buy)	$4.625							01/02/2005⁽⁴⁾	01/02/2014	Common Stock	14,000		14,000	D
Stock Option (Right to Buy)	$4.7							01/01/2006⁽⁴⁾	01/01/2015	Common Stock	40,000		40,000	D
Stock Option (Right to Buy)	$5.7							01/26/2007	01/26/2016	Common Stock	352		352	D
Stock Option (Right to Buy)	$5.7							01/26/2007⁽⁵⁾	01/26/2016	Common Stock	19,648		19,648	D
Stock Option (Right to Buy)	$12.3							11/21/2007⁽⁴⁾	11/21/2016	Common Stock	20,000		20,000	D
Stock Option (Right to Buy)	$11.23							02/06/2009⁽⁴⁾	02/06/2018	Common Stock	20,000		20,000	D
Stock Option (Right to Buy)	$11.27							02/03/2010⁽⁴⁾	02/03/2019	Common Stock	20,000		20,000	D
Stock Option (Right to Buy)	$12.27							01/28/2011⁽⁴⁾	01/28/2020	Common Stock	20,000		20,000	D

Explanation of Responses:

1. Includes restricted stock award shares.

2. The price in Column 4 is a weighted average. The prices actually received ranged from $11.10 to $11.25. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

3. Currently 100% vested.

4. Vest as to 25% annual cumulative installments beginning one year from date of grant, beginning the date shown.

5. Vest 4,648 shares on 1/26/2007 and annual cummulative installments of 5,000 beginning 1/26/2008.

Remarks:

	/s/ David A. Jonas	11/10/2010
	** 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.