SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* PRESIDIO MANAGEMENT GROUP VIII L L C (Last) (First) (Middle) 2735 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/05/2005	3. Issuer Name and Ticker or Trading Symbol AtriCure, Inc. [ ATRC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	1,022,035	0(1)	I	Directly held by USVP VIII(2)
Series A Preferred Stock	(1)	(1)	Common Stock	7,531	0(1)	I	Directly held by AFF VIII(2)
Series A Preferred Stock	(1)	(1)	Common Stock	9,575	0(1)	I	Directly held by EP VIII-A(2)
Series A Preferred Stock	(1)	(1)	Common Stock	5,137	0(1)	I	Directly held by EP VIII-B(2)
Series B Preferred Stock	(1)	(1)	Common Stock	1,440,854	0(1)	I	Directly held by USVP VIII(2)
Series B Preferred Stock	(1)	(1)	Common Stock	10,617	0(1)	I	Directly held by AFF VIII(2)
Series B Preferred Stock	(1)	(1)	Common Stock	13,498	0(1)	I	Directly held by EP VIII-A(2)
Series B Preferred Stock	(1)	(1)	Common Stock	7,242	0(1)	I	Directly held by EP VIII-B(2)
Warrant	08/05/2005	08/05/2006	Common Stock	92,773	5.43	I	Directly held by USVP VIII(2)
Warrant	08/05/2005	08/05/2006	Common Stock	683	5.43	I	Directly held by AFF VIII(2)
Warrant	08/05/2005	08/05/2006	Common Stock	869	5.43	I	Directly held by EP VIII-A(2)
Warrant	08/05/2005	08/05/2006	Common Stock	466	5.43	I	Directly held by EP VIII-B(2)

1. Name and Address of Reporting Person* PRESIDIO MANAGEMENT GROUP VIII L L C (Last) (First) (Middle) 2735 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* PHILLIPS STUART G (Last) (First) (Middle) 2735 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* ROOT JONATHAN D (Last) (First) (Middle) 2735 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Rust Christopher J (Last) (First) (Middle) 2735 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* YOUNG PHILIP M (Last) (First) (Middle) 2735 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. The shares of Preferred Stock shall convert on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.

2. See additional Form 4 filed by Presidio Management Group VIII, LLC ("PMG VIII") for additional members of this joint filing. PMG VIII is the general partner of US Venture Partners VIII, L.P. ("USVP VIII"), USVP Entrepreneur Partners VIII-A, L.P. ("EP VIII-A"), USVP Entrepreneur Partners VIII-B, L.P. ("EP VIII-B"), and USVP VIII Affiliates Fund, L.P. ("AFF VIII"), and Timmothy Connors, Irwin Federman, Winston S. Fu, Steven M. Krausz, David E. Liddle, Stuart G. Phillips, Jonathan D. Root, Christopher Rust, and Philip M. Young, the managing members of PMG VIII, may be deemed to share voting and dispositive power over the shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII. Such persons and entities disclaim beneficial ownership of shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII except to the extent of any pecuniary interest therein.

Remarks:

	Michael P. Maher - Attorney in fact for each joint filer	08/08/2005
	** 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 5 (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



KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael P. Maher Dale Holladay and Erik Lindquist, and each of them, his true and lawful attorney-in-fact to:



 (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer/director or 10% owner of a reporting company under the Securities and Exchange Act of 1934, (i) any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and (ii) any and all Forms 144 required to be filed by the undersigned in accordance with Rule 144 of the Securities Act of 1933, as amended;



 (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or Form 144 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; 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 of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, 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 her discretion.



 The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her 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.  The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933, as amended.



 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and Form 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of March, 2001.







Signature  /S/

                      Stuart G. Phillips

 POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael P. Maher Dale Holladay and Erik Lindquist, and each of them, his true and lawful attorney-in-fact to:



 (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer/director or 10% owner of a reporting company under the Securities and Exchange Act of 1934, (i) any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and (ii) any and all Forms 144 required to be filed by the undersigned in accordance with Rule 144 of the Securities Act of 1933, as amended;



 (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or Form 144 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; 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 of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, 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 her discretion.



 The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her 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.  The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933, as amended.



 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and Form 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of March, 2001.







Signature  /S/



Jonnathan D. Root

 POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael P. Maher Dale Holladay and Erik Lindquist, and each of them, his true and lawful attorney-in-fact to:



 (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer/director or 10% owner of a reporting company under the Securities and Exchange Act of 1934, (i) any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and (ii) any and all Forms 144 required to be filed by the undersigned in accordance with Rule 144 of the Securities Act of 1933, as amended;



 (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or Form 144 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; 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 of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, 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 her discretion.



 The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her 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.  The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933, as amended.



 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and Form 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of February, 2005.







Signature  /S/



Christopher Rust

 POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Michael P. Maher Dale Holladay and Erik Lindquist, and each of them, his true and lawful attorney-in-fact to:



 (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer/director or 10% owner of a reporting company under the Securities and Exchange Act of 1934, (i) any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and (ii) any and all Forms 144 required to be filed by the undersigned in accordance with Rule 144 of the Securities Act of 1933, as amended;



 (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or Form 144 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; 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 of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, 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 her discretion.



 The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her 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.  The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act of 1933, as amended.



 This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and Form 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of June, 2001.







Signature  /S/



Philip M. Young