Sec Form 4/A Filing - Vance Cary Guy @ HANSEN MEDICAL INC - 2015-05-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4/A
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
Vance Cary Guy
2. Issuer Name and Ticker or Trading Symbol
HANSEN MEDICAL INC [ HNSN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
800 EAST MIDDLEFIELD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/26/2015
(Street)
MOUNTAIN VIEW, CA94043
4. If Amendment, Date Original Filed (MM/DD/YY)
02/04/2016
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 05/26/2015( 1 ) M 5,962 A $ 0 13,462 ( 2 ) ( 3 ) D
Common Stock 06/24/2015 S 1,863 ( 4 ) D $ 9.6 11,599 D
Common Stock 06/01/2015( 1 ) M 1,491 A $ 0 13,090 D
Common Stock 06/26/2015 S 436 ( 4 ) D $ 8.7 12,654 D
Common Stock 09/01/2015( 1 ) M 1,491 A $ 0 14,145 D
Common Stock 09/17/2015( 1 ) S 548 ( 4 ) D $ 5.6 13,597 D
Common Stock 12/02/2015( 1 ) M 1,491 A $ 0 15,088 D
Common Stock 12/02/2015 S 491 ( 4 ) D $ 2.98 14,597 D
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
Restricted Stock Unit ( 5 ) 05/26/2015 M 5,962 ( 6 ) ( 7 ) Common Stock 5,962 $ 0 17,887 ( 8 ) D
Restricted Stock Unit ( 5 ) 06/01/2015 M 1,491 ( 6 ) ( 7 ) Common Stock 1,491 $ 0 16,396 ( 8 ) D
Restricted Stock Unit ( 5 ) 09/01/2015 M 1,491 ( 6 ) ( 7 ) Common Stock 1,491 $ 0 14,905 ( 8 ) D
Restricted Stock Unit ( 5 ) 12/02/2015( 1 ) M 1,491 ( 6 ) ( 7 ) Common Stock 1,491 $ 0 13,414 ( 8 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vance Cary Guy
800 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA94043
X President and CEO
Signatures
/s/ Edward A. Kleinhans as Attorney-in-Fact for Cary G. Vance 02/17/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Date amended to correct release and settlement dates.
( 2 )All amounts on this Form 4 reflect the Company's reverse ten-for-one stock split effected on September 22, 2015.
( 3 )This amendment updates the Amount of Securities Beneficially Owned column to reflect Mr. Vance's holdings in post-reverse stock split amounts. The Form 4 filed on February 4, 2016 that this Form 4/A amends inaccurately reported the Amount of Securities Beneficially Owned in pre-reverse stock split amounts.
( 4 )Pursuant to Mr. Vance's Restricted Stock Unit Award, the securities disposed of represent shares sold to satisfy withholding obligations in connection with the settlement of vested restricted stock units.
( 5 )Each restricted stock unit represents the contingent right to receive one share of Common Stock upon vesting of the unit.
( 6 )The first 25% of the units vested on June 1, 2015. The remaining 75% of the units are scheduled to vest in increments of 6.25% on each March 1, June 1, September 1 and December 1 thereafter, assuming continued employment through the applicable vesting dates.
( 7 )The units will be forfeited and cancelled to the extent that they have not vested before termination of employment.
( 8 )This amendment updates the Number of derivative Securities Beneficially Owned Following Reported Transactions in post-reverse stock split amounts. The Form 4 filed on February 4, 2016 that this Form 4/A amends inaccurately reported the Number of derivative Securities Beneficially Owned Following Reported Transactions in pre-reverse stock split amounts.

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 signe d. 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.