Sec Form 4 Filing - Christoffersen Ralph E @ REPLIDYNE INC - 2006-07-03

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 Christoffersen Ralph E 2. Issuer Name and Ticker or Trading Symbol REPLIDYNE INC [ RDYN] 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) MORGENTHALER VENTURES, 4430 ARAPAHOE AVENUE, SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 07/03/2006 (Street) BOULDER, CO80303 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 07/03/2006 C 2,095,057 A 2,328,235 ( 2 ) I By Morgenthaler Partners VII, L.P. ( 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 Series A Preferred Stock $ 0 ( 4 ) 07/03/2006 C 2,000,000 ( 4 ) ( 4 ) Common Stock 2,00 0,000 ( 4 ) ( 4 ) 0 I By Morgenthaler Partners VII, L.P. ( 3 ) Series C Preferred Stock $ 0 ( 5 ) 07/03/2006 C 6,400,000 ( 5 ) ( 5 ) Common Stock 6,400,000 ( 5 ) ( 5 ) 0 I By Morgenthaler Partners VII, L.P. ( 3 ) Series D Preferred Stock $ 0 ( 6 ) 07/03/2006 C 1,874,163 ( 6 ) ( 6 ) Common Stock 1,874,163 ( 6 ) ( 6 ) 0 I By Morgenthaler Partners VII, L.P. ( 3 ) Warrant (right to buy) $ 1.25 07/03/2006 C 80,001 ( 7 ) ( 7 ) Series C Preferred Stock 80,001 ( 7 ) ( 7 ) 0 I By Morgenthaler Partners VII, L.P. ( 3 ) Warrant (right to buy) $ 6.13 ( 8 ) 07/03/2006 C 16,311 06/27/2006 06/27/2011 Common Stock 16,311 ( 8 ) ( 7 ) 16,311 I By Morgenthaler Partners VII, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Christoffersen Ralph E MORGENTHALER VENTURES 4430 ARAPAHOE AVENUE, SUITE 220 BOULDER, CO80303 X Signatures /s/ Ralph E. Christoffersen 07/06/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Issuer's preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering. ( 2 )Includes 233,178 shares of the Issuer's common stock issued to Morgenthaler Partners VII, L.P. ("MP VII") in satisfaction of accumulated dividends on the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock owned by MP VII. ( 3 )The Reporting Person is a member of Morgenthaler Management Partners VII, LLC, the managing general partner of Morgenthaler Partners VII, L.P. As such, the Reporting Person shares voting and investment power over the shares held by Morgenthaler Partners VII, L.P. and may be deemed to have indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of such shares held by Morgenthaler Partners VII, L.P. except to his proportionate pecuniary interest therein. ( 4 )These securities automatically converted into 407,830 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series A Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split ( 5 )These securities automatically converted into 1,305,057 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series C Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split. ( 6 )These securities automatically converted into 382,170 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series D Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split. ( 7 )The warrants to purchase shares of Series C Preferred Stock automatically converted into warrants to purchase shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. ( 8 )The number of shares and exercise price gives effect to the Issuer's 1-for-4.901 reverse stock split.

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