SEC Filing | AtriCure, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOHNSTON RICHARD M

(Last)

(First)

(Middle)

500 EAST PRATT STREET, SUITE 1200

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2007

4. 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 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)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$9.5	06/20/2007		A		10,000		06/20/2008⁽¹⁾	06/20/2017	Common Stock	10,000	⁽²⁾	10,000	D

Explanation of Responses:

1. Exercisable cumulatively at a rate of 33.33% per annum commencing on the earlier of (i) the anniversary of the date of grant (June 20) and (ii) the date on which the Company's annual meeting of stockholders is held that year, provided Mr. Johnston is a director immediately prior to such annual meeting.

2. Not applicable.

	/s/ Julie A. Piton as Attorney-in-Fact for Richard M. Johnston	06/22/2007
	** 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 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).
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  Julie A. Piton and Sarah  Wichman,  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 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 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 20th day of June, 2007.


                                        By:   /s/ Richard M. Johnston
                                              ----------------------------------
                                        Name: Richard M. Johnston