Sec Form 4 Filing - SHOLTIS MARTYN R @ ROCHESTER MEDICAL CORPORATION - 2013-02-28

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 SHOLTIS MARTYN R 2. Issuer Name and Ticker or Trading Symbol ROCHESTER MEDICAL CORPORATION [ ROCM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Corporate Vice President (Last) (First) (Middle) ONE ROCHESTER MEDICAL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2013 (Street) STEWARTVILLE, MN55976 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 02/28/2013 M 1,500 A $ 4.625 41,500 ( 1 ) D Common Stock 02/28/2013 S 1,500 D $ 14.802 ( 2 ) 40,000 D Common Stock 03/01/2013 M 10,500 A $ 4.625 50,500 D Common Stock 03/01/2013 M 4,500 A $ 4.7 55,000 D Common Stock 03/01/2013 S 15,000 D $ 14.75 40,000 ( 1 ) 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 Stock Option (Right to Buy) $ 4.625 02/28/2013 M 1,500 01/02/2005( 3 ) 01/02/2014 Common Stock 12,000 $ 0 10,500 D Stock Option (Right to Buy) $ 4.625 03/01/2013 M 10,500 01/02/2005( 3 ) 01/02/2014 Common Stock 10,500 $ 0 0 D Stock Option (Right to Buy) $ 4.7 03/01/2013 M 4,500 01/01/2006( 3 ) 01/01/2015 Common Stock 30,000 $ 0 25,500 D Stock Option (Right to Buy) $ 5.7 01/26/2007( 3 ) 01/26/2016 Common Stock 20,000 20,000 D Stock Option (Right to Buy) $ 12.3 11/21/2007( 3 ) 11/21/2016 Common Stock 20,000 20,000 D Stock Option (Right to Buy) $ 11.23 02/06/2009( 3 ) 02/06/2018 Common Stock 20,000 20,000 D Stock Option (Right to Buy) $ 11.27 02/03/2010( 3 ) 02/03/2019 Common Stock 20,000 20,000 D Stock Option (Right to Buy) $ 12.27 01/28/2011( 3 ) 01/28/2020 Common Stock 20,000 20,000 D Stock Option (Right to Buy) $ 10.72 01/27/2012( 3 ) 01/27/2021 Common Stock 20,000 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHOLTIS MARTYN R ONE ROCHESTER MEDICAL DRIVE STEWARTVILLE, MN55976 Corporate Vice President Signatures David A. Jonas as power-of-attorney for Martyn R. Sholtis 03/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes restricted stock award shares. ( 2 )The price in Column 4 is a weighted average. The prices actually received ranged from $14.79 to $14.85. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. ( 3 )Vest as to 25% annual cumulative installments beginning one year from date of grant, beginning the date shown.

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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