FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

OEP AC Holdings, LLC 		2. Issuer Name and Ticker or Trading Symbol

ARTHROCARE CORP [ ARTC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ARTHROCARE CORPORATION, 7000 W WILLIAM CANNNON BLDG ONE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/29/2014
(Street)

AUSTIN, TX 78735
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   5/29/2014     M    34042   A   (1) 5839963   I   One Equity Partners III, L.P. (See Footnote 8,9)  
Common Stock   5/29/2014     M    7456   A   (1) 5847419   I   One Equity Partners III, L.P. (See Footnote 8,9)  
Common Stock   5/29/2014     M    6426   A   (1) 5853845   I   One Equity Partners III, L.P. (See Footnote 8,9)  
Common Stock   5/29/2014     M    8624   A   (1) 5862469   I   One Equity Partners III, L.P. (See Footnote 8,9)  
Common Stock   5/29/2014     M    6600   A   (1) 5869069   I   One Equity Partners III, L.P. (See Footnote 8,9)  
Common Stock   5/29/2014     D    63148   D   (2) 5805921   I   One Equity Partners III, L.P. (See Footnote 8,9)  
Common Stock   5/29/2014     D    5805921   D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 5/29/2014     M         34042      (3)   (3) Common Stock   34042   $0   29106   I   (8) (9) One Equity Partners III, L.P. (See Footnote 8,9)  
Restricted Stock Units     (1) 5/29/2014     M         7456      (4)   (4) Common Stock   7456   $0   21650   I   (8) (9) One Equity Partners III, L.P. (See Footnote 8,9)  
Restricted Stock Units     (1) 5/29/2014     M         6426      (5)   (5) Common Stock   6426   $0   15224   I   (8) (9) One Equity Partners III, L.P. (See Footnote 8,9)  
Restricted Stock Units     (1) 5/29/2014     M         8624      (6)   (6) Common Stock   8624   $0   6600   I   (8) (9) One Equity Partners III, L.P. (See Footnote 8,9)  
Restricted Stock Units     (1) 5/29/2014     M         6600      (7)   (7) Common Stock   6600   $0   0   I   (8) (9) One Equity Partners III, L.P. (See Footnote 8,9)  

Explanation of Responses:
( 1)  Each restricted stock unit converts into one share of ArthoCare Corporation (the "Issuer") common stock.
( 2)  Disposed of pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 2, 2014, by and among the Issuer, Smith & Nephew, Inc., a Delaware corporation ("Smith & Nephew"), Rosebud Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Smith & Nephew, and Smith & Nephew plc, an English public limited company in exchange for $48.25 per share in cash on the effective date of the merger.
( 3)  On December 16, 2009, each of Messrs. Gregory A. Belinfanti and Christian P. Ahrens was granted 34,042 restricted stock units, with an initial 20.00% of such award vesting on September 1, 2010 and 20.00% of such award vesting on each of the successive four anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement.
( 4)  On May 12, 2010, each of Messrs. Gregory A. Belinfanti and Christian P. Ahrens was granted 7,456 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on March 12, 2011 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date.
( 5)  On May 12, 2011, each of Messrs. Gregory A. Belinfanti and Christian P. Ahrens was granted 6,426 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on May 12, 2012 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement.
( 6)  On May 24, 2012, each of Messrs. Gregory A. Belinfanti and Christian P. Ahrens was granted 8,624 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on May 24, 2013 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement.
( 7)  On May 22, 2013, each of Messrs. Gregory A. Belinfanti and Christian P. Ahrens was granted 6,600 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on May 22, 2014 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement.
( 8)  Each of Mr. Gregory A. Belinfanti and Mr. Christian P. Ahrens served as a director of the Issuer and as an officer of OEP AC Holdings, LLC, a Delaware limited liability company ("OEP"). The managing member of OEP is One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP III"), of which the sole general partner is OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP III"), of which the sole general partner is OEP Parent LLC, a Delaware limited liability company ("OEP Parent"), of which the sole member is OEP Holding Corporation, a Delaware corporation ("OEP Holding") of which the sole stockholder is JPMorgan Capital Corporation, a Delaware corporation ("JPM CC"), of which the sole stockholder is Banc One Financial LLC, a Delaware limited liability company ("BOF LLC"), of which the sole member is JPMorgan Chase & Co., a Delaware corporation.
( 9)  The reported shares consist of (i) 31,574 restricted stock units granted to Mr. Belinfanti and held by him on behalf of OEP III and (ii) 31,574 restricted stock units granted to Mr. Ahrens and held by him on behalf of OEP III, pursuant to the Issuer's Amended and Restated 2003 Incentive Stock Plan in consideration of Mr. Belinfanti's and Mr. Ahrens' service on the Board of Directors of the Issuer.

Remarks:
Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OEP AC Holdings, LLC
C/O ARTHROCARE CORPORATION
7000 W WILLIAM CANNNON BLDG ONE
AUSTIN, TX 78735
X

ONE EQUITY PARTNERS LLC
C/O ARTHROCARE CORPORATION
7000 W WILLIAM CANNNON BLDG ONE
AUSTIN, TX 78735
X

OEP General Partner III, L.P.
C/O ARTHROCARE CORPORATION
7000 W WILLIAM CANNNON BLDG ONE
AUSTIN, TX 78735
X

OEP Parent LLC
C/O ARTHROCARE CORPORATION
7000 W WILLIAM CANNNON BLDG ONE
AUSTIN, TX 78735
X


Signatures
/s/ Christian P. Ahrens Vice-President & Treasurer of OEP AC Holdings, LLC 6/3/2014
** 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.
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