Sec Form 4 Filing - Davin Michael R @ CYNOSURE INC - 2017-02-10

FORM 4 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 Davin Michael R 2. Issuer Name and Ticker or Trading Symbol CYNOSURE INC [ CYNO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) C/O CYNOSURE, INC., 5 CARLISLE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2017 (Street) WESTFORD, MA01886 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class A Common Stock 02/10/2017 M 8,438 A $ 0 32,562 D Class A Common Stock 02/13/2017 F 4,319 ( 1 ) D $ 50.8816 ( 2 ) 28,243 D Class A Common Stock 02/11/2017 M 11,088 A $ 0 39,331 D Class A Common Stock 02/13/2017 F 5,670 ( 3 ) D $ 50.9447 ( 4 ) 33,661 D Class A Common Stock 02/13/2017 M 7,881 A $ 0 41,542 D Class A Common Stock 02/14/2017 F 2,917 ( 5 ) D $ 65.8791 ( 6 ) 38,625 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 (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 Restricted Stock Units ( 7 ) 02/10/2017 M 8,438 ( 8 ) ( 8 ) Class A Common Stock 8,438 $ 0 16,875 D Restricted Stock Units ( 7 ) 02/11/2017 M 11,088 ( 9 ) ( 9 ) Class A Common Stock 11,088 $ 0 11,088 D Restricted Stock Units ( 7 ) 02/13/2017 M 7,881 ( 10 ) ( 10 ) Class A Common Stock 7,881 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Davin Michael R C/O CYNOSURE, INC. 5 CARLISLE ROAD WESTFORD, MA01886 X Chairman, President and CEO Signatures Christopher J. Geberth, Attorney-in-fact 02/14/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 10, 2017, 8,438 shares that were acquired by the reporting person pursuant to the award of restricted stock units on February 10, 2016 vested and were paid to the reporting person. On February 13, 2017, 4,319 of these 8,438 shares were withheld and sold in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to pay the resulting tax liability. ( 2 )The sales price reported represents the weighted average sales price of shares sold in multiple transaction at prices ranging from $49.00 to $52.99 per share. The reporting person will provide 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 )On February 11, 2017, 11,088 shares that were acquired by the reporting person pursuant to the award of restricted stock units on February 11, 2015 vested and were paid to the reporting person. On February 13, 2017, 5,670 of these 11,088 shares were withheld and sold in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to pay the resulting tax liability. ( 4 )The sales price reported represents the weighted average sales price of shares sold in multiple transaction at prices ranging from $50.00 to $50.99 per share. The reporting person will provide 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. ( 5 )On February 13, 2017, 7,881 shares that were acquired by the reporting person pursuant to the award of restricted stock units on February 13, 2014 vested and were paid to the reporting person. On February 14, 2017, 2,917 of these 7,881 shares were withheld and sold in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to pay the resulting tax liability. ( 6 )The sales price reported represents the weighted average sales price of shares sold in multiple transaction at prices ranging from $65.00 to $65.99 per share. The reporting person will provide 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. ( 7 )Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit. ( 8 )The restricted stock units are scheduled to vest as follows: 8,438 shares on February 10, 2018 and 8,437 shares on February 10, 2019. ( 9 )The restricted stock units are scheduled to vest as follows: 11,088 shares on February 11, 2018. ( 10 )The restricted stock units from the February 13, 2014 award are fully vested as of February 13, 2017.

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).

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