Edgar Filing: AtriCure, Inc.

Ownership Submission

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â HARRISON DONALD C

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

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

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 1400

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 Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 94301

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	65,789	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	98,135	$ 0 ⁽¹⁾	D	Â
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	29,367	$ 0 ⁽¹⁾	D	Â
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	397,809	$ 0 ⁽¹⁾	I	Held by CLS I-IV, LLC ⁽⁴⁾
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	4,771	$ 0 ⁽¹⁾	I	Held by Charter Advisors Fund IV, L.P. ⁽⁵⁾
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	15,130	$ 0 ⁽¹⁾	I	Held by Charter Entrepreneurs Fund IV, L.P. ⁽⁶⁾
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	351,691	$ 0 ⁽¹⁾	I	Held by CLS I-IV, LLC ⁽⁴⁾
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	4,218	$ 0 ⁽¹⁾	I	Held by Charter Advisors Fund IV, L.P. ⁽⁵⁾
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	13,376	$ 0 ⁽¹⁾	I	Held by Charter Entrepreneurs Fund IV, L.P. ⁽⁶⁾
Preferred Stock Warrants (Right to Buy)	08/10/2005	Â ⁽²⁾	Series B Convertible Preferred Stock ⁽¹⁾	8,810	$ 5.43	D	Â
Preferred Stock Warrants (Right to Buy)	08/10/2005	Â ⁽²⁾	Series B Convertible Preferred Stock ⁽¹⁾	34,833	$ 5.43	I	Held by CLS I-IV, LLC ⁽⁴⁾
Preferred Stock Warrants (Right to Buy)	08/10/2005	Â ⁽²⁾	Series B Convertible Preferred Stock ⁽¹⁾	661	$ 5.43	I	Held by Charter Advisors Fund IV, L.P. ⁽⁵⁾
Preferred Stock Warrants (Right to Buy)	08/10/2005	Â ⁽²⁾	Series B Convertible Preferred Stock ⁽¹⁾	1,865	$ 5.43	I	Held by Charter Entrepreneurs Fund IV, L.P. ⁽⁶⁾
Stock Option (Right to Buy)	03/29/2002⁽³⁾	03/29/2011	Common Stock	11,315	$ 0.57	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HARRISON DONALD C 525 UNIVERSITY AVENUE, SUITE 1400 PALO ALTO,Â CAÂ 94301	Â X	Â	Â	Â

Signatures

/s/ Thomas J. Etergino as Attorney-in-Fact for Donald C. Harrison		08/15/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	Warrants expire on August 10, 2006 (one year from the date of the Issuer's initial public offering).
(3)	Exercisable cumulatively at a rate of 25% per annum commencing on March 29, 2002 (one year from the date of grant).
(4)	Dr. Harrison is a manager of CLS I-IV, LLC and disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.
(5)	Dr. Harrison disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.
(6)	Dr. Harrison disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.

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