Sec Form 4 Filing - DANTZKER DAVID @ SURMODICS INC - 2015-05-11

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 DANTZKER DAVID 2. Issuer Name and Ticker or Trading Symbol SURMODICS INC [ SRDX] 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) C/O WHEATLEY PARTNERS, L.P., 80 CUTTERMILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2015 (Street) GREAT NECK, NY11021 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 05/11/2015 S 11,662 D $ 24.7524 ( 1 ) 9,067 ( 2 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DANTZKER DAVID C/O WHEATLEY PARTNERS, L.P. 80 CUTTERMILL ROAD GREAT NECK, NY11021 X Signatures /s/ Bryan K. Phillips, on behalf of David R. Dantzker 05/13/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the weighted average price of 11,662 shares of common stock of Surmodics,Inc. sold by the reporting person in multiple transactions on May 11, 2015 with sale prices ranging from $24.70 to $24.88 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. ( 2 )The amount beneficially owned includes 4,207 restricted stock units (RSUs) that vest on service-based vesting dates and 4,360 deferred stock units (DSUs) that are vested upon issuance, each of which will be settled in shares of the issuer's common stock on a 1 for 1 basis when the reporting persons' service as a director ends. In addition, the number of DSUs of the reporting person as last reported on a Form 4 filed on April 2, 2015 has been adjusted downward by one share to reflect the actual DSUs received by the reporting person in lieu of quarterly cash retainer payments to conform to the rounding convention of Surmodics, Inc. based on the closing stock price at the end of the quarter ended March 31, 2015.

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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