Sec Form 4 Filing - Starboard Value LP @ SURMODICS INC - 2012-08-08

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 Starboard Value LP 2. Issuer Name and Ticker or Trading Symbol SURMODICS INC [ SRDX] 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) 830 THIRD AVENUE, 3RD FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2012 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 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 ( 1 ) 08/08/2012 S 19,650 D $ 17.7201 1,546,917 I By Starboard Value and Opportunity Master Fund Ltd ( 2 ) Common Stock ( 1 ) 08/08/2012 S 12,750 D $ 17.7039 1,534,167 I By Starboard Value and Opportunity Master Fund Ltd ( 2 ) Common Stock ( 1 ) 08/08/2012 S 6,550 D $ 17.7201 515,643 I By Managed Account of Starboard Value LP ( 3 ) Common Stock ( 1 ) 08/08/2012 S 4,250 D $ 17.7039 511,393 I By Managed Account of Starboard Value LP ( 3 ) Common Stock ( 1 ) 08/09/2012 S 127,500 D $ 17.7666 1,406,667 I By Starboard Value and Opportunity Master Fund Ltd ( 2 ) Common Stock ( 1 ) 08/09/2012 S 8,250 D $ 17.7706 1,398,417 I By Starboard Value and Opportunity Master Fund Ltd ( 2 ) Common Stock ( 1 ) 08/09/2012 S 2,750 D $ 17.7706 508,643 I By Managed Account of Starboard Value LP ( 3 ) Common Stock ( 1 ) 08/09/2012 S 42,500 D $ 17.7666 466,143 I By Managed Account of Starboard Value LP ( 3 ) Common Stock ( 1 ) 08/10/2012 S 24,945 D $ 17.6132 1,373,472 I By Starboard Value and Opportunity Master Fund Ltd ( 2 ) Common Stock ( 1 ) 08/10/2012 S 75 D $ 17.58 1,373,397 I By Starboard Value and Opportunity Master Fund Ltd ( 2 ) Common Stock ( 1 ) 08/10/2012 S 8,315 D $ 17.6132 457,828 I By Managed Account of Starboard Value LP ( 3 ) Common Stock ( 1 ) 08/10/2012 S 25 D $ 17.58 457,803 I By Managed Account of Starboard Value LP ( 3 )

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 Starboard Value LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY10022 X Starboard Value GP LLC 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY10022 X Starboard Principal Co LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY10022 X Starboard Principal Co GP LLC 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY10022 X Smith Jeffrey C C/O STARBOARD VALUE LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY10022 X X MITCHELL MARK R C/O STARBOARD VALUE LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY10022 X Feld Peter A C/O STARBOARD VALUE LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY10022 X STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD C/O STARBOARD VALUE LP 830 THIRD AVENUE, 3RD FLOOR NEW YORK, NY10022 X Signatures Starboard Value LP; By: Starboard Value GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 08/10/2012 Signature of Reporting Person Date Starboard Value and Opportunity Master Fund Ltd; By: Starboard Value LP; By: /s/ Jeffrey C. Smith, Authorized Signatory 08/10/2012 Signature of Reporting Person Date Starboard Value GP LLC; By: Starboard Principal Co LP; By: /s/ Jeffrey C. Smith, Authorized Signatory 08/10/2012 Signature of Reporting Person Date Starboard Principal Co LP; By:Starboard Principal Co GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 08/10/2012 Signature of Reporting Person Date Starboard Principal Co GP LLC; By: /s/ Jeffrey C. Smith, Authorized Signatory 08/10/2012 Signature of Reporting Person Date By: /s/ Jeffrey C. Smith 08/10/2012 Signature of Reporting Person Date Mark R. Mitchell; By: /s/ Jeffrey C. Smith, Attorney in Fact 08/10/2012 Signature of Reporting Person Date Peter A. Feld; By: /s/ Jeffrey C. Smith, Attorney in Fact 08/10/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Jeffrey C. Smith, Mark Mitchell and Peter A. Feld (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. ( 2 )Shares of Common Stock beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and Messrs. Smith, Mitchell and Feld as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund. ( 3 )Shares held in an account managed by Starboard Value LP. Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and Messrs. Smith, Mitchell and Feld as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard Value LP.

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.
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