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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Honneffer Robert W 		2. Issuer Name and Ticker or Trading Symbol

OSTEOTECH INC [ OSTE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Exec VP of Global Operations
(Last)          (First)          (Middle)

C/O OSTEOTECH, INC., 51 JAMES WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/16/2010
(Street)

EATONTOWN, NJ 07724
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. 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   11/16/2010     D    56281   D   (1) 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
Stock Option (Right to Buy)   $3.93   11/16/2010     D         25000   (2)     (3) 9/27/2014   Common Stock   25000   $6.50   (2) 0   D    
Stock Option (Right to Buy)   $5.35   11/16/2010     D         5000   (2)     (3) 12/16/2014   Common Stock   5000   $6.50   (2) 0   D    
Stock Option (Right to Buy)   $4.48   11/16/2010     D         8250   (2)     (3) 12/15/2015   Common Stock   8250   $6.50   (2) 0   D    
Restricted Stock Unit     (4) 11/16/2010     D         2250   (5)     (6)   (6) Common Stock   2250   $6.50   (5) 0   D    
Restricted Stock Unit     (4) 11/16/2010     D         3375   (5)     (7)   (7) Common Stock   3375   $6.50   (5) 0   D    
Restricted Stock Unit     (4) 11/16/2010     D         4500   (5)     (8)   (8) Common Stock   4500   $6.50   (5) 0   D    
Restricted Stock Unit     (4) 11/16/2010     D         10500   (5)     (9)   (9) Common Stock   10500   $6.50   (5) 0   D    

Explanation of Responses:
( 1)  In connection with the merger of a subsidiary of Medtronic, Inc. into Issuer on November 16, 2010 (the "Merger") pursuant to an agreement and plan of merger dated August 16, 2010, all shares of Issuer common stock were canceled and automatically converted into the right to receive $6.50 per share in cash, without interest and less any applicable withholding taxes.
( 2)  Pursuant to the Merger, this option was canceled in exchange for right to receive a cash payment equal to the total number of shares of common stock subject to the option multiplied by the excess, if any, of $6.50 per share over the exercise price of the option, less any applicable withholding taxes.
( 3)  The option reported herein was fully exercisable prior to the date of the Merger.
( 4)  This Grant was made pursuant to the Issuer's 2000 Stock Option or 2007 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Common Stock for each restricted stock unit that vests.
( 5)  Pursuant to the Merger, this restricted stock unit was canceled in exchange for the right to receive an amount equal to the total number of shares of common stock represented by such restricted stock unit, multiplied by $6.50 per share, less any applicable withholding taxes.
( 6)  The restricted units vest in equal tranches on December 20, 2010 and December 20, 2011.
( 7)  The restricted stock units vest in equal tranches on December 18, 2010, 2011 and 2012.
( 8)  The restricted stock units vest in equal tranches on April 29, 2011, 2012, 2013 and 2014.
( 9)  The restricted stock units vest in their entirety on April 29, 2013, subject to the satisfaction of a vesting condition linked to the Issuer's earnings per share (EPS) for fiscal year 2010. If actual EPS for fiscal year 2010 is less than 90% of the specified EPS target (as determined by the Board), none of the RSUs will vest. For EPS results between 90% and 160% of the specified EPS target, the RSUs will vest in proportion to the level of EPS achieved, with a minimum vesting percentage of 60% and a maximum vesting percentage of 150% of the total RSUs granted herein. Effective November 16, 2010, in connection with the merger of the Issuer and Medtronic, Inc., the Compensation Committee of the Issuer awarded the vesting condition at the target achievement level.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Honneffer Robert W
C/O OSTEOTECH, INC.
51 JAMES WAY
EATONTOWN, NJ 07724

Exec VP of Global Operations

Signatures
/s/ Mark H. Burroughs, Attorney in Fact for Robert Honneffer 11/16/2010
** 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).
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