Edgar Filing: CUTERA INC

Ownership Submission

FORM 4

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

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NOHRA GUY P

2. Issuer Name and Ticker or Trading Symbol
CUTERA INC [CUTR]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER,

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2005

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/22/2005	⁽¹⁾	J⁽²⁾		987,524 ⁽³⁾	D	$ 0 ⁽²⁾	0	I	See footnotes ⁽⁴⁾ ⁽⁵⁾
Common Stock	02/22/2005	⁽¹⁾	J⁽⁶⁾		12,476 ⁽⁷⁾	D	$ 0 ⁽⁶⁾	0	I	See footnotes ⁽⁴⁾ ⁽⁵⁾
Common Stock	02/22/2005	⁽¹⁾	J⁽⁴⁾		1,737 ⁽⁴⁾	A	$ 0 ⁽⁴⁾	1,737	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NOHRA GUY P ONE EMBARCADERO CENTER SAN FRANCISCO, CA 94111	X
ALTA CALIFORNIA PARTNERS II LP ONE EMBARCADERO CENTER SAN FRANCISCO, CA 94111				No longer 10% Owner
ALTA EMBARCADERO PARTNERS II LLC ONE EMBARCADERO CENTER SAN FRANCISCO, CA 94111				No longer 10% Owner
GRUENER GARRETT ONE EMBARCADERO CENTER SAN FRANCISCO, CA 94111				No longer 10% Owner
JANNEY DANIEL ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111				No longer 10% Owner
ALTA CALIFORNIA MANAGEMENT PARTNERS II LLC ONE EMBARCADERO CENTER SAN FRANCISCO, CA 94111				No longer a Director
MARDUEL ALIX ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111				No longer 10% Owner
ALTA PARTNERS ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111				No longer 10% owner
DELEAGE JEAN ONE EMBARCADERO CENTER SAN FRANCISCO, CA 94111				No longer 10% Owner

Signatures

Guy Nohra		02/23/2005
^**Signature of Reporting Person		Date
Guy Nohra, Member		02/23/2005
^**Signature of Reporting Person		Date
Guy Nohra, Member		02/23/2005
^**Signature of Reporting Person		Date
Garrett Gruener		02/23/2005
^**Signature of Reporting Person		Date
Daniel Janney		02/23/2005
^**Signature of Reporting Person		Date
Guy Nohra, Member		02/23/2005
^**Signature of Reporting Person		Date
Alix Marduel		02/23/2005
^**Signature of Reporting Person		Date
Guy Nohra, Vice President		02/23/2005
^**Signature of Reporting Person		Date
Jean Deleage		02/23/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	n/a
(2)	Alta California Partners II, L.P. distributed 987,524 shares of Cutera, Inc. Common Stock to its Partners based on their respective capital interests in the Fund in accordance with the Partnership Agreement without the receipt of additional consideration from such Partners.
(3)	On 2/22/05, Alta California Partners II, L.P. distributed its 987,524 shares to its general & limited partners.
(4)	Guy Nohra, Director, is a member of Alta California Management Partners II, LLC (which is the general partner of Alta California Partners II, L.P.("ACPII")) & a member of Alta Embarcadero Partners II, LLC ("AEPII"). As a member of ACPII & AEPII, he may be deemed to share voting & investment powers over the shares held by such funds. He disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of his proportionate pecuniary interest therein. As a result of the 2/22/05 stock distributions, Mr. Nohra received 1,737 shares of Common Stock in accordance with his capital interests in the Funds without additional consideration being paid to the Funds.
(5)	Alta Partners ("AP") provides investment advisory services to several venture capital funds including Alta California Partners II, L.P. ("ACPII") & Alta Embarcadero Partners II, LLC ("AEPII"). The general partner of ACPII and members of AEPII exercise sole voting & investment powers in respect to the shares owned by such funds. The principals of AP are Jean Deleage, Garrett Gruener, Guy Nohra, Daniel Janney and Alix Marduel (collectively known as the "principals"). Certain principals of AP are members of Alta California Management Partners II, LLC (which is the general partner of ACPII) & members of AEPII. As members of such entities, they may be deemed to share voting & investment powers over the shares held by such funds. The principals of AP disclaim beneficial ownership of all such shares held by the foregoing funds, except to their proportionate pecuniary interests therein.
(6)	Alta Embarcadero Partners II, LLC distributed 12,476 shares of Cutera, Inc. Common Stock to its Members based on their respective capital interests in the Fund in accordance with the LLC Agreement wihtout receipt of additional consideration from such Members.
(7)	On 2/22/05, Atla Embarcadero Partners II, LLC distributed its 12,476 shares to its members.

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