SEC Filing | Surmodics, Inc.

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SEC FORM 4/A 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Phillips Bryan K

(Last)

(First)

(Middle)

9924 WEST 74TH STREET

(Street)

EDEN PRAIRIE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Dep. Gen. Counsel & Corp. Sec.

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/21/2008

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)
Non-Qualified Stock Option (Right to Buy)⁽¹⁾	$44.09	05/19/2008		A		7,369		⁽²⁾	05/19/2015	Common Stock	7,369	$0.00	7,369	D

Explanation of Responses:

1. This Form 4 was signed pursuant to an executed Power of Attorney, but the executed Power of Attorney was not on file with the Commission at the date of filing. A copy of the executed Power of Attorney is now being filed as Exhibit 24 to this Form 4/A. The reported transaction is not new or revised but is being reported only to gain access to the EDGAR filing system for purposes of filing Exhibit 24.

2. Exercisable in annual increments of 25%, commencing 5/19/09.

Remarks:

	/s/ Gordon S. Weber, on behalf of Bryan K. Phillips	09/17/2008
	** 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

  I, Bryan K. Phillips, hereby authorize and designate each of Gordon S. Weber,
Andrew G. Humphrey, and Alyn Bedford signing singly, as my true and lawful
attorney in fact to:

(1) execute for and on my behalf, in my capacity as an officer and/or director
of SurModics, Inc., a Minnesota corporation (the "Company"), the Forms 3, 4 and
5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules and regulations promulgated thereunder;

(2) do and perform any and all acts for and on my behalf which may be necessary
or desirable to complete and execute any such Forms 3, 4 or 5 and timely file
such form with the Securities and Exchange Commission, any stock exchange or
similar authority, and the NASDAQ Stock Market; 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 to my benefit,
in my best interest, or legally required of me, it being understood that the
statements executed by such attorney in fact on my behalf 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.

  I hereby further grant to each 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 I might or could do if
personally present, with full power of substitutes 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.  I
hereby acknowledge that the foregoing attorneys in fact, in serving in such
capacity at my request, are not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the Exchange Act.

  This Power of Attorney shall remain in full force and effect until I am no
longer required to file Forms 3, 4 and 5 with respect to my holdings of and
transactions in securities issued by the Company, unless earlier revoked by me
in a signed writing delivered to the foregoing attorneys in fact.
Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to
be either a partner or employee of Faegre & Benson LLP, or an employee of the
Company, this Power of Attorney shall be automatically revoked solely as to such
individual, immediately upon such cessation, without any further action on my
part.

  I hereby revoke all previous Powers of Attorney that have been granted by me
in connection with my reporting obligations under Section 16 of the Exchange Act
with respect to my holdings of and transactions in securities issued by the
Company.

  IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed
as of this 19th day of September, 2007.

	                 /s/ Bryan K. Phillips

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