Edgar Filing: Flaherty James E

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Flaherty James E

2. Issuer Name and Ticker or Trading Symbol
Cardiovascular Systems Inc [CSII]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Administrative Officer

(Last)

(First)

(Middle)

651 CAMPUS DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2010

(Street)

ST. PAUL, MN 55112

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								74,874 ⁽¹⁾	D

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 12.37

04/21/2010

D⁽²⁾

16,175

⁽²⁾

06/30/2010

Common Stock

16,175

$ 0

Stock Option (right to buy)

$ 12.37

04/21/2010

D⁽³⁾

7,764

⁽³⁾

11/07/2010

Common Stock

7,764

$ 0

Stock Option (right to buy)

$ 8.83

⁽⁵⁾

12/18/2016

Common Stock

9,381

Stock Option (right to buy)

$ 8.83

⁽⁶⁾

04/17/2017

Common Stock

25,233

Stock Option (right to buy)

$ 7.9

⁽⁷⁾

08/06/2017

Common Stock

22,645

Stock Option (right to buy)

$ 12.15

⁽⁸⁾

12/11/2017

Common Stock

32,350

Stock Option (right to buy)

$ 8.75

⁽⁹⁾

03/02/2019

Common Stock

10,999

Stock Option (right to buy)

$ 9.28

04/21/2010

4,852

⁽⁴⁾

11/15/2014

Common Stock

4,852

$ 0

4,852

Stock Option (right to buy)

$ 12.37

04/21/2010

A⁽²⁾

16,175

⁽²⁾

06/30/2015

Common Stock

16,175

$ 0

16,175

Stock Option (right to buy)

$ 12.37

04/21/2010

A⁽³⁾

7,764

⁽³⁾

11/07/2015

Common Stock

7,764

$ 0

7,764

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Flaherty James E 651 CAMPUS DRIVE ST. PAUL, MN 55112			Chief Administrative Officer

Signatures

/s/ John R. Remakel as Attorney-in-Fact for James E. Flaherty pursuant to Power of Attorney previously filed.		04/23/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 2,002 shares acquired through the Issuer's Employee Stock Purchase Plan on December 31, 2009.
(2)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on July 1, 2005 and is fully exercisable.
(3)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originaly granted on November 8, 2005 and is fully exercisable.
(4)	Fully exercisable.
(5)	Exercisable: 3,127 on 12/19/07, 12/19/08 and 12/19/09.
(6)	Exercisable: 8,411 on 4/18/08, 4/18/09 and 4/18/10.
(7)	Exercisable: 7,549 on 8/7/08 and 7,548 on 8/7/09 and 8/7/10.
(8)	Exercisable: 16,175 on 2/25/10 and 2/25/11.
(9)	Exercisable: 5,500 on 3/2/10 and 5,499 on 3/2/11.

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