Sec Form 4 Filing - FRIEDMAN JOHN H @ Cardiovascular Systems Inc - 2013-09-10

Insider filing report for Changes in Beneficial Ownership
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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)
09/10/2013
(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 421,023 I Easton Capital Partners, LP ( 1 )
Common Stock 09/10/2013 X 107,833 A $ 9.28 107,833 I Easton Hunt Capital Partners, L.P. ( 2 )
Common Stock 09/10/2013 S( 3 ) 48,273 D $ 20.73 59,560 I Easton Hunt Capital Partners, L.P. ( 2 )
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 Indirec t (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 ( 4 ) 10/08/2017 Common Stock 4,321 4,321 D
Stock Option (right to buy) $ 11.38 ( 4 ) 11/12/2017 Common Stock 15,088 15,088 D
Stock Option (right to buy) $ 8.83 ( 4 ) 08/14/2016 Common Stock 38,820 38,820 D
Restricted Stock Units ( 5 ) ( 5 ) ( 5 ) Common Stock 5,714 5,714 D
Restricted Stock Units ( 5 ) ( 5 ) ( 5 ) Common Stock 11,628 11,628 D
Restricted Stock Units ( 5 ) ( 5 ) ( 5 ) Common Stock 21,739 21,739 D
Restricted Stock Units ( 5 ) ( 5 ) ( 5 ) Common Stock 7,192 7,192 D
Restricted Stock Units ( 5 ) ( 5 ) ( 5 ) Common Stock 10,917 10,917 D
Restricted Stock Units ( 5 ) ( 5 ) ( 5 ) Common Stock 4,580 4,580 D
Warrant (Right to Buy) $ 9.28 09/10/2013 X 107,833 09/12/2008 09/12/2013 Common Stock 107,833 $ 0 0 I Easton Hunt Capital Partners, L.P. ( 6 )
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. ( 6 )
Warrant (Right to Buy) $ 8.83 02/25/2009 02/24/2014 Common Stock 151,617 151,617 I Easton Capital Partners, LP ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRIEDMAN JOHN H
651 CAMPUS DRIVE
ST. PAUL, MN55112
X
Signatures
/s/ Alexander Rosenstein as Attorney-in-Fact for John H. Friedman pursuant to Power of Attorney previously filed. 09/13/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Friedman disclaims beneficial ownership of shares held by Easton Capital Partners, LP except to the extent of his pecuniary interest therein.
( 2 )Mr. Friedman disclaims beneficial ownership of shares held by Easton Hunt Capital Partners, L.P. except to the extent of his pecuniary interest therein.
( 3 )On September 10, 2013, the reporting person exercised a warrant to purchase 107,833 shares of Cardiovascular Systems, Inc. ("CSI") common stock for $9.28 a share. The reporting person paid the exercise price on a cashless basis, resulting in CSI's withholding of 48,273 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 59,560 shares.
( 4 )Fully exercisable.
( 5 )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.
( 6 )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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