Urologix (ULGX) SC 13D/A UROLOGIX / BlueLine Partners, L.L.C. ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Urologix, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

917273104

(CUSIP Number)

Scott A. Shuda

BlueLine Partners, LLC

319 Diablo Road, Suite 200

Danville, California 94506

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 29, 2012

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [   ].

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CUSIP No. 917273104

1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only). BlueLine Capital Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [   ]  (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [    ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 124,656
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 250,606
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,606
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[   ] (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                            PN

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CUSIP No. 917273104

1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only). BlueLine Capital Partners II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [   ]   (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [    ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 125,950
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 125,950
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,606
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[   ] (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                            PN

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CUSIP No. 917273104

1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  (entities only). BlueLine Partners, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [    ]  (b) [ X ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [    ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 250,606
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 250,606
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,606
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[   ] (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      1.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                            OO

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Item 1.  Security and Issuer

This Amendment No. 2 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by BlueLine Capital Partners, LP, (“BCP I”) and BlueLine Partners, L.L.C. (“BlueLine Partners” on February 2, 2006 (the “Schedule 13D”), relating to the common stock (the “Common Stock”) of Urologix, Inc. (the “Company”) with its principal executive offices located at 14405 21st Ave. N, Minneapolis MN 55447.  BCP I and BlueLine Partners are, together with BlueLine Capital Partners II, LP, (“BCP II”), referred to herein as “BlueLine” or the “Reporting Entities”).

Item 2.  Identity and Background

No change

Item 3.  Source and Amount of Funds

As of the date hereof, the Reporting Entities may, in the aggregate, be deemed to beneficially own 250,606 shares of the Common Stock (the “Shares”).  The Shares were purchased in the open market by BCP I and BCP II with their respective investment capital.

Item 4.  Purpose of the Transaction

No change.

Item 5.  Interest in Securities of the Issuer

(a)   As of the date of this Amendment No. 2 to Schedule 13D, each of the Reporting Entities may be deemed to own 250,606 shares of Common Stock.  These shares represent approximately 1.7% of the shares of Common Stock outstanding based on 14,784,535 shares of the Company’s Common Stock outstanding as reported in the Company’s Form 10-Q for the Company’s fiscal quarter ended March 31, 2012 as filed with the Securities and Exchange Commission on May 14, 2012.   The Reporting Entities are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. Each Reporting Entity expressly disclaims beneficial ownership of any of the shares of Common Stock other than those reported herein as being owned by it.

(b)   As of the date of this Amendment No. 2 to Schedule 13D, BCP I and BCP II beneficially own 250,606 shares of Common Stock with which the Reporting Entities have shared voting power and shared dispositive power.

(c) The Reporting Entities engaged in no transactions concerning the Common Stock during the past sixty days.  The Reporting Entities ceased being a 5.0% shareholder of the Company during the first half of calendar year 2011.  All transactions by the Reporting Entities concerning the Common Stock were open market transactions for cash.

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(d)  No person (other than the Reporting Entities) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e)  Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Entities have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto, which is attached hereto as Exhibit A.

Item 7.  Materials to be Filed as Exhibits

1.   Exhibit A – Joint Filing Agreement dated July 24, 2006, signed by each of the Reporting Entities – filed with the original Schedule 13D on February 2, 2006.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 7, 2012

BlueLine Capital Partners, L.P.

By:  BlueLine Partners, L.L.C.

Its:  General Partner

By: /s/ Scott Shuda                                                       

Name:  Scott Shuda

Title:    Managing Director

BlueLine Capital Partners II, L.P.

By:  BlueLine Partners, L.L.C.

Its:  General Partner

By: /s/ Scott Shuda                                                       

Name:  Scott Shuda

Title:    Managing Director

BlueLine Partners, L.L.C.

By: /s/ Scott Shuda                                                      

Name:  Scott Shuda

Title:    Managing Director

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