AtriCure, Inc. — Director's Dealing 2012

Nov 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AtriCure, Inc. (ATRC)
CIK: 0001323885
Period of Report: 2012-11-01

Reporting Person: CARREL MICHAEL H (Director, President, CEO and Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-01	Common Stock	A	66667	$0.00	Acquired	66667	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-01	Stock Option (right to buy)	$5.91	A	125000	Acquired	2022-11-01	Common Stock (125000)	Direct
2012-11-01	Stock Option (right to buy)	$5.91	A	225000	Acquired	2022-11-01	Common Stock (250000)	Direct

Footnotes

F1: The Reporting Person acquired these shares pursuant to a Restricted Stock Award under the AtriCure, Inc. 2005 Equity Incentive Plan. The shares will vest four years from the date of grant.

F2: 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.

F3: Not applicable.

F4: Options to purchase shares in 25,000 increments vest at each Option Trigger Event. "Option Trigger Event" shall mean the volume adjusted weighted average closing price of the common stock of the Company as reported by NASDAQ (or any other exchange on which the common stock of the Company is listed) for 30 consecutive days equals or exceeds each of $10.00 per share, $12.50 per share, $15.00 per share, $17.50 per share, $20.00 per share, $25.00 per share, $30.00 per share, $35.00 per share and $40.00 per share.