AtriCure, Inc. — Director's Dealing 2012

May 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AtriCure, Inc. (ATRC)
CIK: 0001323885
Period of Report: 2012-05-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-23	Common Stock	M	24553	$1.33	Acquired	482978	Direct
2012-05-23	Common Stock	S	12755	$8.13	Disposed	470223	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-23	Incentive Stock Option (right to buy)	$1.33	M	24553	Disposed	2012-10-14	Common Stock (24553)	Direct

Footnotes

F1: The Reporting Person intends to apply proceeds from the disposition of these shares to the payment of taxes and other costs incurred in connection with the exercise of options reported separately.

F2: This transaction was executed in multiple trades at prices ranging from $8.07 to $8.18 per share. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: These options were granted on October 14, 2002 and are exercisable cumulatively at a rate of 25% per annum beginning on October 14, 2003 (one year from grant date).