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^*

Lanning Mark R

(Last)

(First)

(Middle)

21086 ST. MARY'S ROAD, PO BOX #1

(Street)

OLDENBERG

47036

(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)
05/23/2013

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)	$9.3	05/23/2013		A		10,000		05/23/2014⁽¹⁾	05/23/2023	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 and (ii) the date on which the Company's annual meeting of stockholders is held that year, provided the Reporting Person is a director immediately prior to such annual meeting.

2. Not applicable

	/s/ M. Andrew Wade as Attorney-In-Fact for Mark R. Lanning	05/24/2013
	** 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 by these presents,  that the undersigned hereby constitutes and
appoints  each of Tonya Austin,  M. Andrew Wade,  and Jeanette  Yacucci  signing
singly, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the  undersigned,  Forms 3, 4 and 5
                in accordance with Section 16(a) of the Securities  Exchange Act
                of  1934  and  the  rules   thereunder   with   respect  to  the
                undersigned's  beneficial  ownership of  securities of AtriCure,
                Inc. (the "Company").

        (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  such   attorney-in-fact's
                discretion.

        The undersigned  hereby grants to such  attorney-in-fact  full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or 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  such
attorney-in-fact's  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 the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned, are not assuming any
of  the  undersigned's  responsibilities  to  comply  with  Section  16  of  the
Securities Exchange Act of 1934.

        This  Power of  Attorney  shall  not  supersede  any  power of  attorney
previously executed by the undersigned and 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,  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 23rd day of May, 2013.

                                        By:/s/ Mark Lanning
                                        ----------------------------------------