Edgar Filing: REPLIDYNE INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â MITCHELL DANIEL J

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2006

3. Issuer Name and Ticker or Trading Symbol
REPLIDYNE INC [RDYN]

(Last)

(First)

(Middle)

SEQUEL VENTURE PARTNERS,Â 4430 ARAPAHOE AVENUE, SUITE 220

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

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

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

(Street)

BOULDER,Â COÂ 80303

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	06/27/2006	Â ⁽¹⁾	Common Stock	1,945,920	$ ⁽¹⁾	I	By Sequel Limited Partnership III ⁽²⁾
Series A Preferred Stock	06/27/2006	Â ⁽¹⁾	Common Stock	54,080	$ ⁽¹⁾	I	By Sequel Entrepreneurs' Fund III, L.P. ⁽²⁾
SeriesC Preferred Stock	06/27/2006	Â ⁽¹⁾	Common Stock	3,113,472	$ ⁽¹⁾	I	By Sequel Limited Partnership III ⁽²⁾
Series C Preferred Stock	06/27/2006	Â ⁽¹⁾	Common Stock	86,528	$ ⁽¹⁾	I	By Sequel Entrepreneurs' Fund III, L.P. ⁽²⁾
Series D Preferred Stock	06/27/2006	Â ⁽¹⁾	Common Stock	1,128,824	$ ⁽¹⁾	I	By Sequel Limited Partnership III ⁽²⁾
Series D Preferred Stock	06/27/2006	Â ⁽¹⁾	Common Stock	31,372	$ ⁽¹⁾	I	By Sequel Entrepreneurs' Fund III, L.P. ⁽²⁾
Warrant (right to buy)	06/27/2006	06/27/2011	Series C Preferred Stock	38,919 ⁽³⁾	$ 1.25 ⁽³⁾	I	By Sequel Limited Partnership III ⁽²⁾
Warrant (right to buy)	06/27/2006	06/27/2011	Series C Preferred Stock	1,083 ⁽³⁾	$ 1.25 ⁽³⁾	I	By Sequel Entrepreneurs' Fund III, L.P. ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MITCHELL DANIEL J SEQUEL VENTURE PARTNERS 4430 ARAPAHOE AVENUE, SUITE 220 BOULDER,Â COÂ 80303	Â X	Â	Â	Â

Signatures

/s/ Laura M. Medina, Attorney-in-Fact		06/27/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 Issuer's preferred stock will automatically be converted into Common Stock upon the closing of the Issuer's initial public offering. The number of shares does not reflect the automatic conversion of each share of Series A, C and D Preferred Stock into 0.20391517 shares of Common Stock upon the closing of the initial public offering.
(2)	The Reporting Person is a manager of Sequel Venture Partners III, L.L.C., the general partner of Sequel Limited Partnership III and Sequel Entrepreneurs' Fund III, L.P. As such, the Reporting Person shares voting and investment power over the shares held by Sequel Limited Partnership III and Sequel Entrepreneurs' Fund III, L.P. and may be deemed to have indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of such shares held by Sequel Limited Partnership III and Sequel Entrepreneurs' Fund III, L.P. except to his proportionate pecuniary interest therein.
(3)	The warrants to purchase shares of Series C Preferred Stock will automatically be converted into warrants to purchase shares of Common Stock upon the closing of the Issuer's initial public offering. The number of shares and exercise price do not reflect the automatic conversion of each share of Series C Preferred Stock into 0.20391517 shares of Common Stock upon the closing of the initial public offering.

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