Hansen Medical (HNSN) Form 4/A HANSEN MEDICAL / Brian Sheahan ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sheahan Brian

(Last) (First) (Middle)

800 EAST MIDDLEFIELD ROAD

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HANSEN MEDICAL INC [ HNSN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Regulatory, Clinical & QA

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/14/2014

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. 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)
			Code	V	Amount	(A) or (D)	Price

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 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: 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
Restricted Stock Unit(1)	(2)	10/14/2014		A		5,714		(3)	(4)	Common Stock	5,714	$0	5,714	D

Explanation of Responses:

1. The original Form 4 filed on October 14, 2014 incorrectly categorized the award as a common stock award and not a restricted stock unit. This filing correctly categorizes the initial award as a restricted stock unit with the terms and conditions of that grant. The number of shares reflect a reverse stock split of ten-for-one effective on September 22, 2015. No other changes have been made to the original Form 4.

2. Each restricted stock unit represents the contingent right to receive one share of Common Stock upon vesting of the unit.

3. The first 25% of the units vested on September 1, 2015. Of the remaining 75% of the units, an additional 6.25% of the units vested on December 1, 2015 and 6.25% of the units are scheduled to vest on March 1, June 1, September 1 and December 1 thereafter, assuming continued employment through the applicable vesting dates.

4. The units will be forfeited and cancelled to the extent that they have not vested before termination of employment.

Remarks:

	/s/ Edward A. Kleinhans as Attorney-in-Fact for Brian Sheahan	02/04/2016
	** 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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