RESMED INC — Director's Dealing 2012

Feb 5, 2012

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

	1. Name and Address of Reporting Person QUINN MICHAEL A* (Last) (First) (Middle) ResMed Inc. 9001 Spectrum Center Blvd. (Street) San Diego CA 92123 (City) (State) (Zip)	2. Issuer NameandTicker or Trading Symbol RESMED INC [RMD] 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2012 4. If Amendment, Date of Original Filed (Month/Day/Year)	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) 6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person Director 10% Owner Officer (give title below) Other (specify below)

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)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)	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
ResMed Common Stock	02/01/2012		M		24,000	A	$9.798	366,000	D
ResMed Common Stock	02/01/2012		S		24,000	D	$28.794 (2)	342,000	D
ResMed Common Stock								6,600	I	Kaylara ATF Straflo Pension Fund

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)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)	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)	6. Date Exercisable and Expiration Date (Month/ Day /Year)	7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)	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 of Derivative Security: Direct(D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date (Month/ Day/ Year)	Title	Amount or Number of Shares
ResMed Common Stock Options	$9.798	02/01/2012		M			24,000	07/07/2004 (1)	07/07/2013	ResMed Common Stock	24,000	$ 0	24,000	D

Explanation of Responses:

1. Represents date options first became exercisable. Options vest 1/3 annually on the anniversary of the grant.

2. This transaction was executed in multiple trades at prices ranging from $28.67-$28.99. The price reported above reflects the weighted average sale price. The reporting person will provide full information regarding the number of shares and prices at which the transaction was effected upon request to the SEC staff, the issuer or the security holder of the issuer.

Michael A. Quinn 02/03/2012 ** Signature of Reporting Person Date

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