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* Ramius LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/16/2010	3. Issuer Name and Ticker or Trading Symbol SURMODICS INC [ SRDX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Common Stock, $0.05 Par Value(1)(2)	1,566,567	I	By Ramius Value and Opportunity Master Fund Ltd(3)(4)
Common Stock, $0.05 Par Value(1)(2)	522,193	I	Cowen Overseas Investment LP(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

1. Name and Address of Reporting Person* Ramius LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* C4S & CO LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* COHEN PETER A (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* STARK MORGAN B (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* STRAUSS THOMAS W (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* SOLOMON JEFFREY M (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* COWEN GROUP, INC. (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* RCG HOLDINGS LLC (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.

2. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

3. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the sole member of Ramius Value and Opportunity Advisors LLC (Value and Opportunity Advisors), the investment manager of Value and Opportunity Master Fund, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As a significant shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the managing member of RCG Holdings, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.

4. (Continued from previous footnote). As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.

5. Shares of Common Stock beneficially owned by Cowen Overseas Investment LP (COIL). As the sole member of Ramius Advisors, LLC (Ramius Advisors), the general partner of COIL, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by COIL. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by COIL. As a significant shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by COIL. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by COIL. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by COIL.

	By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory	11/24/2010
	By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member	11/24/2010
	By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen	11/24/2010
	By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark	11/24/2010
	By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss	11/24/2010
	By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon	11/24/2010
	By: Cowen Group, Inc.; By: /s/ Owen S. Littman, Authorized Signatory	11/24/2010
	By: RCG Holdings LLC; By /s/ Owen S. Littman, Authorized Signatory	11/24/2010
	** 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).
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