Edgar Filing: AtriCure, Inc.

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HARRISON DONALD C

2. Issuer Name and Ticker or Trading Symbol
AtriCure, Inc. [ATRC]

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)

525 UNIVERSITY AVENUE, SUITE 1400

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2005

(Street)

PALO ALTO, CA 94301

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/10/2005		C		127,502	A	$ 0 ⁽¹⁾	193,291	D
Common Stock	08/10/2005		C		749,500	A	$ 0 ⁽¹⁾	749,500	I	Held by CLS I-IV, LLC ⁽²⁾
Common Stock	08/10/2005		C		8,989	A	$ 0 ⁽¹⁾	8,989	I	Held by Charter Advisors Fund IV, L.P. ⁽⁴⁾
Common Stock	08/10/2005		C		28,506	A	$ 0 ⁽¹⁾	28,506	I	Held by Charter Entrepreneurs Fund IV, L.P. ⁽⁶⁾
Common Stock	08/10/2005		S		82,028	D	$ 11.16	667,472	I	Held by CLS I-IV, LLC ⁽²⁾
Common Stock	08/10/2005		S		937	D	$ 11.16	8,052	I	Held by Charter Advisors Fund IV, L.P. ⁽⁴⁾
Common Stock	08/10/2005		S		2,972	D	$ 11.16	25,534	I	Held by Charter Entrepreneurs Fund IV, L.P. ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Series A Convertible Preferred Stock

⁽¹⁾

08/10/2005

98,135

⁽¹⁾

Common Stock

98,135

$ 0 ⁽¹⁾

Series B Convertible Preferred Stock

⁽¹⁾

08/10/2005

29,367

⁽¹⁾

Common Stock

29,367

$ 0 ⁽¹⁾

Series A Convertible Preferred Stock

⁽¹⁾

08/10/2005

397,809

⁽¹⁾

Common Stock

397,809

$ 0 ⁽¹⁾

Held by CLS I-IV, LLC ⁽²⁾

Series A Convertible Preferred Stock

⁽¹⁾

08/10/2005

4,771

⁽¹⁾

Common Stock

4,771

$ 0 ⁽¹⁾

Held by Charter Advisors Fund IV, L.P. ⁽⁴⁾

Series A Convertible Preferred Stock

⁽¹⁾

08/10/2005

15,130

⁽¹⁾

Common Stock

15,130

$ 0 ⁽¹⁾

Held by Charter Entrepreneurs Fund IV, L.P. ⁽⁶⁾

Series B Convertible Preferred Stock

⁽¹⁾

08/10/2005

351,691

⁽¹⁾

Common Stock

351,691

$ 0 ⁽¹⁾

Held by CLS I-IV, LLC ⁽²⁾

Series B Convertible Preferred Stock

⁽¹⁾

08/10/2005

4,218

⁽¹⁾

Common Stock

4,218

$ 0 ⁽¹⁾

Held by Charter Advisors Fund IV, L.P. ⁽⁴⁾

Series B Convertible Preferred Stock

⁽¹⁾

08/10/2005

13,376

⁽¹⁾

Common Stock

13,376

$ 0 ⁽¹⁾

Held by Charter Entrepreneurs Fund IV, L.P. ⁽⁶⁾

Preferred Stock Warrants (Right to Buy)

$ 5.43

08/10/2005

8,810

08/10/2005

⁽³⁾

Series B Convertible Preferred Stock

8,810

$ 0 ⁽⁵⁾

Preferred Stock Warrants (Right to Buy)

$ 5.43

08/10/2005

34,833

08/10/2005

⁽³⁾

Series B Convertible Preferred Stock

34,833

$ 0 ⁽⁵⁾

Held by CLS I-IV, LLC ⁽²⁾

Preferred Stock Warrants (Right to Buy)

$ 5.43

08/10/2005

661

08/10/2005

⁽³⁾

Series B Convertible Preferred Stock

661

$ 0 ⁽⁵⁾

Held by Charter Advisors Fund IV, L.P. ⁽⁴⁾

Preferred Stock Warrants (Right to Buy)

$ 5.43

08/10/2005

1,865

08/10/2005

⁽³⁾

Series B Convertible Preferred Stock

1,865

$ 0 ⁽⁵⁾

Held by Charter Entrepreneurs Fund IV, L.P. ⁽⁶⁾

Common Stock Warrants (Right to Buy)

$ 5.43

08/10/2005

8,810

08/10/2005

⁽³⁾

Common Stock

8,810

$ 0 ⁽⁵⁾

8,810

Common Stock Warrants (Right to Buy)

$ 5.43

08/10/2005

34,833

08/10/2005

⁽³⁾

Common Stock

34,833

$ 0 ⁽⁵⁾

34,833

Held by CLS I-IV, LLC ⁽²⁾

Common Stock Warrants (Right to Buy)

$ 5.43

08/10/2005

661

08/10/2005

⁽³⁾

Common Stock

661

$ 0 ⁽⁵⁾

661

Held by Charter Advisors Fund IV, L.P. ⁽⁴⁾

Common Stock Warrants (Right to Buy)

$ 5.43

08/10/2005

1,865

08/10/2005

⁽³⁾

Common Stock

1,865

$ 0 ⁽⁵⁾

1,865

Held by Charter Entrepreneurs Fund IV, L.P. ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HARRISON DONALD C 525 UNIVERSITY AVENUE, SUITE 1400 PALO ALTO, CA 94301	X

Signatures

/s/ Thomas J. Etergino as Attorney-in-Fact for Donald C. Harrison		08/15/2005
^**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)	The shares of Preferred Stock automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.
(2)	Dr. Harrison is a manager of CLS I-IV, LLC and disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.
(3)	Warrants expire on August 10, 2006 (one year from the date of the Issuer's initial public offering).
(4)	Dr. Harrison disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.
(5)	The shares of Series B Convertible Preferred Stock issuable upon conversion of the Warrants automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.
(6)	Dr. Harrison disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.

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