Sec Form 4 Filing - FRIEDMAN JOHN H @ Cardiovascular Systems Inc - 2012-01-25

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 FRIEDMAN JOHN H 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) 01/25/2012 (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 8,000 D Common Stock 01/25/2012 S 28,429 ( 1 ) D $ 9.6786 ( 2 ) 152,759 I Easton Hunt Capital Partners, L.P. ( 5 ) Common Stock 01/26/2012 S 21,355 ( 1 ) D $ 9.7641 ( 3 ) 131,404 I Easton Hunt Capital Partners, L.P. ( 5 ) Common Stock 01/27/2012 S 11,738 ( 1 ) D $ 9.6657 ( 4 ) 119,666 I Easton Hunt Capital Partners, L.P. ( 5 ) Common Stock 421,023 I Easton Capital Partners, LP ( 5 )

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) $ 7.9 ( 6 ) 10/08/2017 Common Stock 4,321 4,321 D Stock Option (right to buy) $ 11.38 ( 6 ) 11/12/2017 Common Stock 15,088 15,088 D Stock Option (right to buy) $ 8.83 ( 6 ) 08/14/2016 Common Stock 38,820 38,820 D Restricted Stock Units ( 7 ) ( 7 ) ( 7 ) Common Stock 5,714 5,714 D Restricted Stock Units ( 7 ) ( 7 ) ( 7 ) Common Stock 11,628 11,628 D Restricted Stock Units ( 7 ) ( 7 ) ( 7 ) Common Stock 21,739 21,739 D Restricted Stock Units ( 8 ) ( 8 ) ( 8 ) Common Stock 7,192 7,192 D Warrant (Right to Buy) $ 9.28 09/12/2008 09/12/2013 Common Stock 107,833 107,833 I Easton Hunt Capital Partners, L.P. ( 9 ) Warrant (Right to Buy) $ 8.83 02/25/2009 02/24/2014 Common Stock 151,617 151,617 I Easton Hunt Capital Partners, L.P. ( 9 ) Warrant (Right to Buy) $ 8.83 02/25/2009 02/24/2014 Common Stock 151,617 151,617 I Easton Capital Partners, LP ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRIEDMAN JOHN H 651 CAMPUS DRIVE ST. PAUL, MN55112 X Signatures /s/ Scott J. Dorfman as Attorney-in-Fact for John H. Friedman pursuant to Power of Attorney previously filed. 01/27/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale of the underlying shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Easton Hunt Capital Partners, L.P. on November 30, 2011. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.58 to $9.81 inclusive. The reporting person undertakes to provide Cardiovascular Systems, Inc., any security holder of Cardiovascular Systems, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.70 to $9.86 inclusive. The reporting person undertakes to provide Cardiovascular Systems, Inc., any security holder of Cardiovascular Systems, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.56 to $9.79 inclusive. The reporting person undertakes to provide Cardiovascular Systems, Inc., any security holder of Cardiovascular Systems, Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 5 )Mr. Friedman disclaims beneficial ownership of shares held by Easton Hunt Capital Partners, L.P. and Easton Capital Partners, LP except to the extent of his pecuniary interest therein. ( 6 )Fully exercisable. ( 7 )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 shares of the Company's Common Stock beginning six months following the termination of each director's board membership. ( 8 )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 or shares of the Company's Common Stock beginning six months following the termination of each director's board membership; provided, however, that the restricted stock units vest in remaining quarterly amounts of 1,798 on each of 3/31/2012 and 6/30/2012. ( 9 )Mr. Friedman disclaims beneficial ownership of warrants held by Easton Hunt Capital Partners, L.P. and Easton Capital Partners, LP except to the extent of his pecuniary interest therein.

Remarks: Remarks: The options and restricted stock units are held for the benefit of Easton Hunt Capital Partners, L.P. and Easton Capital Partners, 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).

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