SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Sherman Jon A

(Last) (First) (Middle)
6033 SCHUMACHER PARK DRIVE

(Street)
WEST CHESTER OH 45069

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2007
3. Issuer Name and Ticker or Trading Symbol
AtriCure, Inc. [ ATRC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Product Development
5. If Amendment, Date of 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
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)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 03/29/2002(1) 03/29/2011 Common Stock 55,263 0.57 D
Stock Option (Right to Buy) 04/25/2008(2) 04/25/2017 Common Stock 14,000 11.38 D
Explanation of Responses:
1. Exercisable cumulatively at a rate of 25% per annum commencing on March 29, 2002 (one year from the date of grant). The option became fully vested as of March 29, 2005.
2. The option vests and is exercisable as to 25% of the shares on April 25, 2008 (one year from the date of grant) and the remaining 75% thereafter vests and is exercisable in equal monthly installments on the same day of the month over the following three years.
/s/ Jon A. Sherman 04/27/2007
** Signature of Reporting Person Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints David J. Drachman and Julie A. Piton, and each of them, his true and
lawful attorney-in-fact to:

        (1) Execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director or 10% holder of AtriCure, Inc. (the
"Company"), a reporting company under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), any and all Forms 3, 4 and 5 required to be filed
by the undersigned in accordance with Section 16(a) of the Exchange Act and the
rules thereunder;

        (2) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
and 5 and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

        (3) Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned, pursuant to this Power of Attorney, shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his or
her discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary, and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that no such attorney-in-fact, in serving in such capacity at the
request of the undersigned, is hereby assuming, nor is the Company hereby
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.


     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 27th day of April, 2007.




                                By:  /s/ Jon A. Sherman
                                     ------------------------------------------
                                     Name:  Jon A. Sherman