SEC Filing | AtriCure, Inc.

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SEC FORM 3 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^*

WELDON NORMAN R

(Last)

(First)

(Middle)

6 OCEAN CLUB DRIVE

(Street)

AMELIA ISLAND

32034

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2005

3. Issuer Name and Ticker or Trading Symbol
AtriCure, Inc. [ ATRC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	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)

X	Form filed by One Reporting Person
	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)
Common Stock	122,368	D
Common Stock	36,842	I	Held by Wife⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	21,691	0⁽²⁾	I	Held by Wife⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	143,622	0⁽²⁾	I	Held by Partisan Management Group⁽⁴⁾
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	213,190	0⁽²⁾	I	Held by The Weldon Foundation⁽³⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	57,061	0⁽²⁾	I	Held by Wife⁽¹⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	27,880	0⁽²⁾	I	Held by Partisan Management Group⁽⁴⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	27,880	0⁽²⁾	I	Held by The Weldon Foundation⁽³⁾
Preferred Stock Warrants (Right to Buy)	08/10/2005	⁽⁵⁾	Series B Convertible Preferred Stock⁽²⁾	17,118	5.43	I	Held by Wife⁽¹⁾
Preferred Stock Warrants (Right to Buy)	08/10/2005	⁽⁵⁾	Series B Convertible Preferred Stock⁽²⁾	8,363	5.43	I	Held by Partisan Management Group⁽⁴⁾
Preferred Stock Warrants (Right to Buy)	08/10/2005	⁽⁵⁾	Series B Convertible Preferred Stock⁽²⁾	8,363	5.43	I	Held by The Weldon Foundation⁽³⁾

Explanation of Responses:

1. Dr. Weldon disclaims beneficial ownership of the securities held by his wife, except as to his pecuniary interest therein.

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

3. Dr. Weldon is the President of The Weldon Foundation. Dr. Weldon disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.

4. Dr. Weldon is a Managing Director of Partisan Management Group. Dr. Weldon disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.

5. Warrants expire on August 10, 2006 (one year from the date of the Issuer's initial public offering).

	/s/ Thomas J. Etergino as Attorney-in-Fact for Norman R. Weldon	08/15/2005
	** 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.

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                               POWER OF ATTORNEY
 
 
        KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints David J. Drachman and Thomas J. Etergino, 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% holder of AtriCure, Inc. (the
"Company"), a reporting company under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), any and all Forms 3, 4 and 5 required to be filed
by the undersigned in accordance with Section 16(a) of the Exchange Act and the
rules thereunder;
 
        (2) Do and perform any and all acts for and on behalf of the undersigned
w
hich may be necessary or desirable to complete and execute any such Form 3, 4
and 5 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 his
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 his 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 Exchange Act of 1934.
 
        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the un
dersigned 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 15th day of August, 2005.
 
 
                                        By: /s/ Norman R. Weldon
                                            ---------------------------------
                                  &nb
sp;         Name: Norman R. Weldon