Sec Form 4 Filing - Phillips Bryan K @ SURMODICS INC - 2013-12-03

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 Phillips Bryan K 2. Issuer Name and Ticker or Trading Symbol SURMODICS INC [ SRDX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Gen Counsel & Secretary (Last) (First) (Middle) 9924 WEST 74TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2013 (Street) EDEN PRAIRIE, MN55344 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 12/03/2013 M 23,243 A $ 9.25 42,997 D Common Stock 12/03/2013 M 10,735 A $ 12.4 53,732 D Common Stock 12/03/2013 F( 1 ) 21,263 D $ 23.47 32,469 D Common Stock 12/04/2013 S( 2 ) 16,236 D $ 22.9522 ( 3 ) 16,233 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) $ 9.25 12/03/2013 D 23,243 ( 4 ) 11/30/2017 Common Stock 23,243 $ 0 7,748 D Stock Option (Right to Buy) $ 12.4 12/03/2013 D 10,735 ( 5 ) 11/30/2018 Common Stock 10,735 $ 0 10,734 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Phillips Bryan K 9924 WEST 74TH STREET EDEN PRAIRIE, MN55344 SVP, Gen Counsel & Secretary Signatures /s/ Bryan K. Phillips 12/05/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person makes a payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. ( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b-5 trading plan adopted by the reporting person. ( 3 )Reflects the weighted average price of 16,236 shares of common stock of SurModics, Inc. sold by the reporting person in multiple transactions on December 4, 2013 with the sale prices ranging from $22.59 to $23.415 per share. The reporting person undertakes to provide upon request by the U. S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 4 )The award vests in four equal installments on each of the first four anniversaries of the November 30, 2010 grant date. ( 5 )The award vests in four equal installments on each of the first four anniversaries of the November 30, 2011 grant date.

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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