Sec Form 4 Filing - JOHNSTON RICHARD M @ AtriCure, Inc. - 2013-09-12

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
JOHNSTON RICHARD M
2. Issuer Name and Ticker or Trading Symbol
AtriCure, Inc. [ ATRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O CAMDEN PARTNERS HOLDINGS, LLC, 500 E. PRATT STREET, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2013
(Street)
BALTIMORE, MD21202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 09/12/2013 S 53,249 D $ 10 605,420 I See footnote ( 1 )
Common Stock 09/12/2013 S 3,159 D $ 10 35,914 I See footnote ( 2 )
Common Stock 09/13/2013 S 20,015 D $ 10 585,405 I See footnote ( 1 )
Common Stock 09/13/2013 S 1,187 D $ 10 34,727 I See footnote ( 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 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOHNSTON RICHARD M
C/O CAMDEN PARTNERS HOLDINGS, LLC
500 E. PRATT STREET, SUITE 1200
BALTIMORE, MD21202
X See Remarks
CAMDEN PARTNERS STRATEGIC II LLC
C/O CAMDEN PARTNERS HOLDINGS, LLC
500 EAST PRATT STREET SUITE 1200
BALTIMORE, MD21202
See Remarks
CAMDEN PARTNERS STRATEGIC FUND II A LP
C/O CAMDEN PARTNERS HOLDINGS, LLC
500 EAST PRATT STREET SUITE 1200
BALTIMORE, MD21202
See Remarks
CAMDEN PARTNERS STRATEGIC FUND II B LP
C/O CAMDEN PARTNERS HOLDINGS, LLC
500 EAST PRATT STREET SUITE 1200
BALTIMORE, MD21202
See Remarks
WARNOCK DAVID L
C/O CAMDEN PARTNERS HOLDINGS, LLC
500 EAST PRATT STREET SUITE 1200
BALTIMORE, MD21202
See Remarks
HUGHES DONALD W
C/O CAMDEN PARTNERS HOLDINGS, LLC
500 EAST PRATT STREET SUITE 1200
BALTIMORE, MD21202
See Remarks
Signatures
/s/ Donald W. Hughes, Attorney-in-Fact for Richard M. Johnston 09/16/2013
Signature of Reporting Person Date
/s/ By Camden Partners Strategic II, LLC, By Donald W. Hughes, Managing Member 09/16/2013
Signature of Reporting Person Date
/s/ By Camden Partners Strategic Fund II-A, LP, By Camden Partners Strategic II, LLC, By Donald W. Hughes, Managing Member 09/16/2013
Signature of Reporting Person Date
/s/ By Camden Partners Strategic Fund II-B, LP, By Camden Partners Strategic II, LLC, By Donald W. Hughes, Managing Member 09/16/2013
Signature of Reporting Person Date
/s/ Donald W. Hughes, Attorney-in-Fact for David L. Warnock 09/16/2013
Signature of Reporting Person Date
/s/ Donald W. Hughes 09/16/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are owned directly by Fund II-A. CPS II, Fund II-B, Mr. Richard M. Johnston and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund II-A as a result of their relationships described in the Remarks. CPS II, Fund II-B, Mr. Richard M. Johnston and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund II-A, except to the extent of its or his pecuniary interest therein.
( 2 )These securities are owned directly by Fund II-B. CPS II, Fund II-A, Mr. Richard M. Johnston and the Managing Members may be deemed indirect beneficial owners of the securities held directly by Fund II-B as a result of their relationships described in the Remarks. CPS II, Fund II-A, Mr. Richard M. Johnston and each of the Managing Members disclaims beneficial ownership of the securities held directly by Fund II-B, except to the extent of its or his pecuniary interest therein.

Remarks:
This Form 4 is being filed jointly by Mr. Richard M. Johnston, Camden Partners Strategic II, LLC ("CPS II"), Camden Partners Strategic Fund II-A, LP ("Fund II-A") and Camden Partners Strategic Fund II-B, LP ("Fund II-B") and Messrs. David L. Warnock and Donald W. Hughes (collectively, the "Managing Members" and together with CPS II, Fund II-A and Fund II-B, the "Reporting Persons"). The Managing Members are the managing members of CPS II. CPS II is the general partner of Fund II-A and Fund II-B. Mr. Johnston is a director of the Issuer and formerly was a managing member of Camden Partners Holdings, LLC, which provides investment and management advisory services to Fund II-A and Fund II-B. The transactions reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by Fund II-A and Fund II-B.

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