Sec Form 4/A Filing - STRAUS ASSET MANAGEMENT, LLC @ Sunshine Heart, Inc. - 2013-01-01

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
STRAUS ASSET MANAGEMENT, LLC
2. Issuer Name and Ticker or Trading Symbol
Sunshine Heart, Inc. [ SSH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
767 THIRD AVE, 21ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2013
(Street)
NY, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
02/01/2013
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 01/01/2013 J( 2 ) 253,102 ( 2 ) D 4,750 I See footnote. ( 1 )
Common Stock 01/07/2013 S 4,750 D $ 6.19 0 I See footnote. ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STRAUS ASSET MANAGEMENT, LLC
767 THIRD AVE
21ST FLOOR
NY, NY10017
X
STRAUS MELVILLE
767 THIRD AVENUE
21ST FLOOR
NEW YORK, NY10017
X
Signatures
Straus Asset Management, LLC By: /s/ Melville Straus, Managing Member 02/15/2013
Signature of Reporting Person Date
/s/ Melville Straus 02/15/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held in the accounts of several investment funds (collectively, the "Investment Vehicles") for which Straus Asset Management LLC ("SAM") serves as investment manager. Melville Straus is managing member of SAM. SAM and Mr. Straus may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of SAM's position as investment manager of the Investment Vehicles and Mr. Straus's status as managing member of SAM. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. The Reporting Persons affirmatively disclaim being a "group" for purposes of Section 16.
( 2 )These securities were assumed by another private investment fund.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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