Sec Form 4 Filing - Kolb Nancy A @ UROPLASTY INC - 2012-09-20

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 Kolb Nancy A 2. Issuer Name and Ticker or Trading Symbol UROPLASTY INC [ UPI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VicePresident Global Marketing (Last) (First) (Middle) UROPLASTY, INC., 5420 FELTL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/20/2012 (Street) MINNETONKA, MN55343 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 common stock 09/20/2012 M 25,000 A $ 4.11 49,925 ( 1 ) ( 2 ) ( 3 ) D common stock 09/20/2012 M 15,000 A $ 3.15 64,925 ( 1 ) ( 2 ) ( 3 ) D common stock 09/20/2012 S 40,000 D $ 4.2 24,925 ( 1 ) ( 2 ) ( 3 ) 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 non-qualified stock option $ 4.11 09/20/2012 M 25,000 10/01/2007( 4 ) 09/30/2012 common stock 25,000 $ 4.11 0 D non-qualified stock option $ 3.15 09/20/2012 M 15,000 06/24/2008( 4 ) 06/23/2013 common stock 25,000 $ 3.15 10,000 D non-qualified stock option $ 0.85 06/05/2009( 4 ) 06/04/2014 common stock 40,000 40,000 D non-qualified stock option $ 4.94 06/08/2011( 5 ) 06/07/2017 common stock 6,525 6,525 D non-qualified stock option $ 7.98 06/07/2012( 5 ) 06/06/2018 common stock 4,100 4,100 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kolb Nancy A UROPLASTY, INC. 5420 FELTL ROAD MINNETONKA, MN55343 VicePresident Global Marketing Signatures Larry E. Bakeman 09/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 2,550 shares of restricted stock subject to risk of forfeiture that lapses with respect to one third of such shares on each of the second, third and fourth anniversaries of the grant date (June 8, 2010). ( 2 )Includes 2,362 shares of restricted stock subject to risk of forfeiture that lapses with respect to one fourth of such shares on each of the first, second, third and fourth anniversaries of the grant date (June 7, 2011). ( 3 )Includes 12,275 shares of restricted stock subject to risk of forfeiture that lapses with respect to one fourth of such shares on each of the first, second, third and fourth anniversaries of the grant date (June 7, 2012). ( 4 )Becomes exercisable with respect to one-third of the shares on such date, and an additional, cumulative one-third on the first and second anniversary of such date. ( 5 )Becomes exercisable with respect to one-third of the shares on the first, second and third anniversaries of the grant date (the grant date being one year prior to such date).

Remarks: Signature is on behalf of Ms. Kolb.

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).

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