- Statement of Changes in Beneficial Ownership (4)
August 12 2010 - 12:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
COFFINDAFFER THADDEUS
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2. Issuer Name
and
Ticker or Trading Symbol
ATS MEDICAL INC
[
ATSI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice President of Sales
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(Last)
(First)
(Middle)
3905 ANNAPOLIS LANE N.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/12/2010
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(Street)
PLYMOUTH, MN 55447
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/12/2010
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D
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160326.667
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$3.36
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8/12/2010
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D
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100000
(2)
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(3)
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8/6/2013
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Common Stock
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100000
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$4.00
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0
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D
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Stock Option (Right to Buy)
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$3.80
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8/12/2010
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D
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5000
(2)
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(3)
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10/28/2013
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Common Stock
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5000
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$4.00
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0
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D
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Stock Option (Right to Buy)
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$3.80
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8/12/2010
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D
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20000
(2)
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(3)
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12/19/2013
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Common Stock
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20000
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$4.00
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0
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D
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Restricted Stock Units
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(4)
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8/12/2010
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D
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4000
(5)
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1/10/2007
(6)
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1/10/2011
(7)
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Common Stock
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4000
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$4.00
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0
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D
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Restricted Stock Units
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(4)
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8/12/2010
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D
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30000
(5)
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3/15/2008
(6)
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3/15/2012
(7)
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Common Stock
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30000
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$4.00
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0
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D
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Restricted Stock Units
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(4)
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8/12/2010
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D
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8044
(5)
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3/15/2008
(8)
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3/15/2012
(7)
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Common Stock
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8044
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$4.00
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0
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D
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Restricted Stock Units
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(4)
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8/12/2010
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D
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52577
(5)
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3/15/2009
(8)
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3/15/2013
(7)
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Common Stock
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52577
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$4.00
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0
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D
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Restricted Stock Units
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(4)
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8/12/2010
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D
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30000
(5)
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7/30/2009
(9)
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7/30/2013
(9)
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Common Stock
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30000
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$4.00
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0
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D
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Restricted Stock Unit
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(4)
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8/12/2010
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D
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52852
(5)
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3/15/2010
(6)
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3/15/2014
(7)
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Common Stock
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52852
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$4.00
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0
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D
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Restricted Stock Units
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(4)
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8/12/2010
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D
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53410
(5)
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3/1/2011
(6)
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3/1/2015
(7)
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Common Stock
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53410
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$4.00
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0
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D
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Explanation of Responses:
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(
1)
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In connection with the merger of a subsidiary of Medtronic, Inc. into Issuer on August 12, 2010 (the "Merger") pursuant to an agreement and plan of merger dated April 28, 2010, all shares of Issuer common stock were converted into the right to receive $4 per share in cash.
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(
2)
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This option was cancelled in the merger in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares subject to the options, multiplied by (ii) the excess, if any, of $4 over the exercise price per share of the shares subject to the option, less any applicable withholding taxes.
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(
3)
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Fully vested.
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(
4)
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1 unit for 1 share of Common Stock
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(
5)
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This restricted stock unit, the vesting of which was accelerated in connection with the Merger, was cancelled in the merger in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of stock represented by the restricted stock unit, multiplied by (ii) $4 per share, less applicable withholding taxes.
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(
6)
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Vests in 20% annual cumulative installments beginning the date shown.
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(
7)
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Represents last vesting date.
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(
8)
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Vests in 25% annual cumulative installments beginning the date shown.
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(
9)
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Vests in 20% annual cumulative installments starting on the date shown; in the second year remaining vesting is subject to acceleration if certain performance criteria are met.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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COFFINDAFFER THADDEUS
3905 ANNAPOLIS LANE N.
PLYMOUTH, MN 55447
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Vice President of Sales
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Signatures
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/s/ Deborah K. Chapman, Attorney in Fact for Thaddeus Coffindaffer
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8/12/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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