Sec Form 4 Filing - Petrucci Gary M @ Cardiovascular Systems Inc - 2009-12-02

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Petrucci Gary M 2. Issuer Name and Ticker or Trading Symbol Cardiovascular Systems Inc [ CSII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 651 CAMPUS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/02/2009 (Street) ST. PAUL, MN55112 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 222,686 D Common Stock 32,350 I By Partnership ( 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 Stock Option (right to buy) $ 5.01 12/02/2009 A 12,940 12/02/2009 12/01/2019 Common Stock 12,940 $ 0 12,940 D Stock Option (right to buy) $ 12.37 12/02/2009 A 9,705 12/01/2005 11/30/2015 Common Stock 9,705 ( 2 ) 9,705 D Stock Option (right to buy) $ 12.37 12/02/2009 D 9,705 12/01/2005 11/30/2010 Common Stock 9,705 ( 2 ) 0 D Stock Option (right to buy) $ 8.83 12/19/2006 12/18/2016 Common Stock 19,410 19,410 D Stock Option (right to buy) $ 7.9 10/09/2007 10/08/2017 Common Stock 4,321 4,321 D Stock Option (right to buy) $ 11.38 11/13/2007 11/12/2017 Common Stock 24,793 24,793 D Stock Option (right to buy) $ 12.15 12/31/2007 12/30/2012 Common Stock 236,906 236,906 D Warrant $ 8.78 07/19/2006 07/19/2011 Common Stock 3,336 3,336 D Warrant $ 8.83 02/25/2009 02/24/2014 Common Stock 8,935 8,935 D Restricted Stock Units ( 3 ) ( 3 ) ( 3 ) Common Stock 5,714 5,714 D Restricted Stock Units ( 4 ) ( 4 ) ( 4 ) Common Stock 11,628 11,628 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Petrucci Gary M 651 CAMPUS DRIVE ST. PAUL, MN55112 X Signatures /s/ John R. Remakel as Attorney-in-Fact for Gary M. Petrucci pursuant to Power of Attorney previously filed. 01/04/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held by Applecrest Partners LTD Partnership, of which Mr. Petrucci is the General Partner. ( 2 )The Reporting Person agreed to cancellation of an option granted to him on December 1, 2005, in exchange for a new option extending the expiration date for an additional five years. ( 3 )Each restricted stock unit represents the right to receive a payment from CSI equal in value to the market price per share of CSI common stock on the date of payment and shall be payable in cash beginning six months fol lowing the termination of each director's board membership. ( 4 )Each restricted stock unit represents the right to receive a payment from CSI equal in value to the market price per share of CSI common stock on the date of payment, and shall be payable in cash beginning six months following the termination of each director's board membership; provided, however, that the restricted stock units vest in equal quarterly amounts of 2,907 on each of 9/30/2009, 12/31/2009, 3/31/2010 and 6/30/2010.

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.