SEC Filing | Surmodics, 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^*

MELROSE KENDRICK B

(Last)

(First)

(Middle)

8111 LYNDALE AVENUE SOUTH

(Street)

MINNEAPOLIS

55420

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2005

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)
Common Stock								264,599	D
Common Stock	11/04/2005		G		625	D	$0	263,974	D

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)
Director Stock Option (Right to Buy)	$6.5625							⁽¹⁾	05/17/2009	Common Stock	9,000		9,000	D
Director Stock Option (Right to Buy)	$25.094							⁽²⁾	09/18/2010	Common Stock	2,000		2,000	D
Director Stock Option (Right to Buy)	$34.85							⁽³⁾	11/21/2011	Common Stock	1,000		1,000	D
Director Stock Option (Right to Buy)	$29.17							⁽⁴⁾	03/17/2013	Common Stock	2,000⁽⁶⁾		2,000⁽⁶⁾	D
Director Stock Option (Right to Buy)	$21.82							⁽⁵⁾	05/17/2014	Common Stock	5,000		5,000	D
Director Stock Option (Right to Buy)	$39.13	11/14/2005		A		5,000		⁽⁷⁾	11/14/2015	Common Stock	5,000	$0	5,000	D

Explanation of Responses:

1. Exercisable in annual increments of 1,800 shares each commnecing 5/17/99.

2. Exercisable in annual increments of 400 shares each commencing 9/18/00.

3. Exercisable in annual increments of 200 shares each commencing 11/21/01.

4. Exercisable in annual increments of 400 shares each commencing 3/17/03.

5. Exercisable in annual increments of 1,000 shares each commencing 5/17/04.

6. Adjusted to reflect correct number of shares.

7. Exercisable in annual increments of 1,000 shares each commencing on 11/14/05.

Remarks:

	/s/ Kendrick B. Melrose by Philip D. Ankeny pursuant to power of attorney filed herewith	11/16/2005
	** 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 18th day of November, 2003.









       /s/ Kendrick B. Melrose

       Kendrick B. Melrose