AtriCure, Inc. — Director's Dealing 2011

Feb 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AtriCure, Inc. (ATRC)
CIK: 0001323885
Period of Report: 2011-02-09

Reporting Person: Drachman David J (Director, President and CEO and Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Common Stock	A	100000	—	Acquired	269272	Direct
2011-02-09	Common Stock	A	20000	—	Acquired	289272	Direct
2011-02-09	Common Stock	F	6240	$11.20	Disposed	283032	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Stock Option (Right to Buy)	$11.20	A	50000	Acquired	2021-02-09	Common Stock (50000)	Direct

Footnotes

F1: Mr. Drachman acquired these shares pursuant to a Restricted Stock Award under the AtriCure, Inc. 2005 Equity Incentive Plan. The shares will vest 25% annually over four years from date of award.

F2: Mr. Drachman acquired these shares pursuant to the vesting and release of a Performance Share Award under the AtriCure, Inc. 2005 Equity Incentive Plan. The award had both a Company performance goal and a service period requirement, which were both met. Vesting was approved by the Compensation Committee of the Board of Directors on February 9, 2011.

F3: Mr. Drachman has elected to transfer 6,240 shares to the Company to satisfy the tax withholding obligation incurred upon the vesting and release of shares acquired pursuant to a Performance Share Award.

F4: The option vests and is exercisable as to 25% of the shares one year from the date of grant and the remaining 75% thereafter vests and is exercisable in equal monthly installments on the same day of the month over the following three years.

F5: Not applicable