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 *
WELDON NORMAN R
   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)
6 OCEAN CLUB DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
08/10/2005
(Street)

AMELIA ISLAND, FL 32034		 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 08/10/2005   C   78,752 A $ 0 (1) 115,594 I Held by Wife (2)
Common Stock 08/10/2005   C   171,502 A $ 0 (1) 171,502 I Held by Partisan Management Group (3)
Common Stock 08/10/2005   C   241,070 A $ 0 (1) 241,070 I Held by The Weldon Foundation (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 08/10/2005   C     21,691   (1)   (1) Common Stock 21,691 $ 0 (1) 0 I Held by Wife (2)
Series A Convertible Preferred Stock (1) 08/10/2005   C     143,622   (1)   (1) Common Stock 143,622 $ 0 (1) 0 I Held by Partisan Management Group (3)
Series A Convertible Preferred Stock (1) 08/10/2005   C     213,190   (1)   (1) Common Stock 213,190 $ 0 (1) 0 I Held by The Weldon Foundation (5)
Series B Convertible Preferred Stock (1) 08/10/2005   C     57,061   (1)   (1) Common Stock 57,061 $ 0 (1) 0 I Held by Wife (2)
Series B Convertible Preferred Stock (1) 08/10/2005   C     27,880   (1)   (1) Common Stock 27,880 $ 0 (1) 0 I Held by Partisan Management Group (3)
Series B Convertible Preferred Stock (1) 08/10/2005   C     27,880   (1)   (1) Common Stock 27,880 $ 0 (1) 0 I Held by The Weldon Foundation (5)
Preferred Stock Warrants (Right to Buy) $ 5.43 08/10/2005   C     17,118 08/10/2005   (4) Series B Convertible Preferred Stock 17,118 $ 0 (6) 0 I Held by Wife (2)
Preferred Stock Warrants (Right to Buy) $ 5.43 08/10/2005   C     8,363 08/10/2005   (4) Series B Convertible Preferred Stock 8,363 $ 0 (6) 0 I Held by Partisan Management Group (3)
Preferred Stock Warrants (Right to Buy) $ 5.43 08/10/2005   C     8,363 08/10/2005   (4) Series B Convertible Preferred Stock 8,363 $ 0 (6) 0 I Held by The Weldon Foundation (5)
Common Stock Warrants (Right to Buy) $ 5.43 08/10/2005   C   17,118   08/10/2005   (4) Common Stock 17,118 $ 0 (6) 17,118 I Held by Wife (2)
Common Stock Warrants (Right to Buy) $ 5.43 08/10/2005   C   8,363   08/10/2005   (4) Common Stock 8,363 $ 0 (6) 8,363 I Held by Partisan Management Group (3)
Common Stock Warrants (Right to Buy) $ 5.43 08/10/2005   C   8,363   08/10/2005   (4) Common Stock 8,363 $ 0 (6) 8,363 I Held by The Weldon Foundation (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WELDON NORMAN R
6 OCEAN CLUB DRIVE
AMELIA ISLAND, FL 32034		   X      

Signatures

 /s/ Thomas J. Etergino as Attorney-in-Fact for Norman R. Weldon   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. Weldon disclaims beneficial ownership of the securities held by his wife, except as to his pecuniary interest therein.
(3) Dr. Weldon is a Managing Director of Partisan Management Group. Dr. Weldon disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.
(4) Warrants expire on August 10, 2006 (one year from the date of the Issuer's initial public offering).
(5) Dr. Weldon is the President of The Weldon Foundation. Dr. Weldon disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.
(6) 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.

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