SEC FORM 5/A SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
 
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response: 1.0
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
GUIRE PATRICK E

(Last) (First) (Middle)
9924 WEST 74TH STREET

(Street)
EDEN PRAIRIE MN 55344

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SURMODICS INC [ SRDX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
11/14/2003
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 10/03/2002 G 1,000 D $0 220,479(3) D
Common Stock 04/14/2003 G 1,000 D $0 219,479(3) D
Common Stock 06/03/2003 G 1,000 D $0 218,479(3) D
Common Stock 07/31/2003 G 1,000 D $0 217,479(3) D
Common Stock 132,000 I By Spouse
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $3.875 (1) 09/21/2005 Common Stock 10,000 10,000 D
Employee Stock Option (Right to Buy) $29.17 (2) 03/17/2010 Common Stock 10,000 10,000 D
Explanation of Responses:
1. Exercisable in annual increments of 2,000 shares each commencing 9/21/99
2. Exercisable in annual increments of 2,000 shares each commencing 3/17/04
3. Adjusted to reflect correct numbers
Remarks:
Philip D. Ankeny as Attorney-In-Fact for Patrick E. Guire pursuant to Power of Attorney attached hereto 12/05/2003
** 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.
POWER OF ATTORNEY





 The undersigned hereby constitutes and appoints Philip D. Ankeny,

David C. Grorud and Melodie R. Rose ("Attorney-in-Fact"), or any one of

them acting alone, the undersigned's true and lawful attorney-in-fact and

agent with full power of substitution and resubstitution, for the undersigned

and in the undersigned's name, place and stead, in any and all capacities, to

sign any or all Forms 4 or Forms 5 relating to beneficial ownership of

securities of SurModics (the "Issuer"), to file the same, with all exhibits

thereto and other documents in connection therewith, with the Securities and

Exchange Commission and to deliver a copy of the same to the Issuer,

granting unto said attorney-in-fact and agent full power and authority to do

and perform each and every act and thing requisite and necessary to be done

in and about the premises, as fully to all intents and purposes as the

undersigned might or could do in person, hereby ratifying and confirming all

said attorney-in-fact and agent, or his substitute or substitutes, may lawfully

do or cause to be done by virtue thereof.  The undersigned acknowledges

that the foregoing attorney-in-fact, in serving in such capacity at the request

of the undersigned, is 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 remain in effect until such time as the

undersigned is no longer subject to the provisions of Section 16 of the

Securities Exchange Act of 1934 with respect to securities of the Issuer or

until this Power of Attorney is replaced by a later dated Power of Attorney or

revoked by the undersigned in writing.



 The undersigned hereby indemnifies the Attorneys-in-Fact for all

losses and costs the Attorneys-in-Fact may incur in connection with or

arising from the Attorneys-in-Fact's execution of their authorities granted

hereunder.



 IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 17th day of November, 2003.





      /s/ Patrick E. Guire

     Patrick E. Guire