SURMODICS INC — Director's Dealing 2010

Nov 24, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SURMODICS INC (SRDX)
CIK: 0000924717
Period of Report: 2010-11-16

Reporting Person: Ramius LLC (10% Owner)
Reporting Person: C4S & CO LLC (10% Owner)
Reporting Person: COHEN PETER A (10% Owner, See Explanation of Responses)
Reporting Person: STARK MORGAN B (10% Owner, See Explanation of Responses)
Reporting Person: STRAUSS THOMAS W (10% Owner, See Explanation of Responses)
Reporting Person: SOLOMON JEFFREY M (10% Owner, See Explanation of Responses)
Reporting Person: COWEN GROUP, INC. (10% Owner)
Reporting Person: RCG HOLDINGS LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.05 Par Value	1566567	Indirect
Common Stock, $0.05 Par Value	522193	Indirect

Footnotes

F1: Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.

F2: Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

F3: Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the sole member of Ramius Value and Opportunity Advisors LLC (Value and Opportunity Advisors), the investment manager of Value and Opportunity Master Fund, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As a significant shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the managing member of RCG Holdings, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.

F4: (Continued from previous footnote). As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.

F5: Shares of Common Stock beneficially owned by Cowen Overseas Investment LP (COIL). As the sole member of Ramius Advisors, LLC (Ramius Advisors), the general partner of COIL, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by COIL. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by COIL. As a significant shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by COIL. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by COIL. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by COIL.