Uroplasty (UPI) Form 4 UROPLASTY / Robert Kill 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^*

Kill Robert

(Last) (First) (Middle)

5420 FELTL ROAD

(Street)

MINNETONKA MN 55343

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UROPLASTY INC [ UPI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2015

4. 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 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
Common Stock	03/31/2015		D		431,668	D	(1)	0	I	By Trust
Common Stock	03/31/2015		D		93,332(2)	D	(2)	0	D

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
Stock Option (right to buy)	$5.26	03/31/2015		D			4,900	(3)	12/05/2017	Common Stock	4,900	(3)	0	D
Stock Option (right to buy)	$4.83	03/31/2015		D			5,475	(4)	09/13/2018	Common Stock	5,475	(4)	0	D
Stock Option (right to buy)	$3.76	03/31/2015		D			7,025	(5)	03/12/2019	Common Stock	7,025	(5)	0	D
Stock Option (right to buy)	$2.34	03/31/2015		D			700,000	(6)	07/22/2020	Common Stock	700,000	(6)	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and Cogentix Medical, Inc., formerly Vision-Sciences, Inc. ("Cogentix"), in exchange for 313,658 shares of Cogentix common stock on the effective date of the merger.

2. These shares are subject to restricted stock assumed by Cogentix in the merger and replaced with 67,816 shares of Cogentix stock valued at $4.56 per shares.

3. This option is fully vested, was assumed by Cogentix in the merger and replaced with an option to purchase 3,560 shares of Cogentix stock for $7.24 per share.

4. This option is fully vested, was assumed by Cogentix in the merger and replaced with an option to purchase 3,978 shares of Cogentix stock for $6.65 per share.

5. This option is fully vested, was assumed by Cogentix in the merger and replaced with an option to purchase 5,104 shares of Cogentix stock for $5.18 per share.

6. This option, which provided for vesting in three almost equal annual installments beginning on July 23, 2014, was assumed by Cogentix in the merger and replaced with an option to purchase 508,633 shares of Cogentix stock for $3.23 per share.

	/s/ Brett Reynolds, attorney-in-fact	04/02/2015
	** 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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