Sec Form 4 Filing - NightWatch Capital Management, LLC @ SANUWAVE Health, Inc. - 2011-04-04

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 NightWatch Capital Management, LLC 2. Issuer Name and Ticker or Trading Symbol SANUWAVE Health, Inc. [ SNWV] 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) 5314 RIVER RUN DRIVE,, SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 04/04/2011 (Street) PROVO, UT84604 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, $.001 par value ( 1 ) 04/04/2011 A 33,403 A $ 3.25 1,904,145 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 Class E Warrant ( 1 ) $ 4 04/04/2011 A 16,702 04/04/2011 04/04/2016 Common Stock, $.001 par value 16,702 $ 0 16,702 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NightWatch Capital Management, LLC 5314 RIVER RUN DRIVE, SUITE 350 PROVO, UT84604 X Signatures /s/ Paul Burgon 04/04/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 4, 2011, NightWatch Capital Partners II, LP, the holder of an amended senior note of SANUWAVE Health, Inc., a Nevada Corporation, (the "Company"), cancelled the unpaid principal and interest balance of the amended senior note which totaled $108,559 in consideration for the issuance of 33,403 shares of common stock, par value $0.001 per share (the "Common Stock") of the Company. In addition, the Company, in connection with this transaction, also issued to the note holder 16,702 warrants (the "Class E Warrants") to purchase shares of Common Stock at an exercise price of $4.00. Each Class E Warrant represents the right to purchase one share of Common Stock. The warrants vested upon issuance and expire after five years. ( 2 )John F. Nemelka is a Director of SANUWAVE Heath, Inc. and is also the Managing Principal of NightWatch Capital Management, LLC, which is the general partner of NightWatch Capital Partners II, L.P. ("NWCP II"). Mr. Nemelka and each of the aforementioned NightWatch entities disclaim beneficial ownership of the shares held by NWCP II except to the extent of any indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act).

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).

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