SURMODICS INC — Director's Dealing 2012

Aug 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SURMODICS INC (SRDX)
CIK: 0000924717
Period of Report: 2012-08-13

Reporting Person: Starboard Value LP (10% Owner, See Footnote 1.)
Reporting Person: Starboard Value GP LLC (10% Owner, See Footnote 1.)
Reporting Person: Starboard Principal Co LP (10% Owner, See Footnote 1.)
Reporting Person: Starboard Principal Co GP LLC (10% Owner, See Footnote 1.)
Reporting Person: Smith Jeffrey C (Director, 10% Owner, See Footnote 1.)
Reporting Person: MITCHELL MARK R (10% Owner, See Footnote 1.)
Reporting Person: Feld Peter A (10% Owner, See Footnote 1.)
Reporting Person: STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD (10% Owner, See Footnote 1.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-13	Common Stock	S	13875	$17.5815	Disposed	1359522	Indirect
2012-08-13	Common Stock	S	4625	$17.5815	Disposed	453178	Indirect
2012-08-14	Common Stock	S	46275	$17.627	Disposed	1313247	Indirect
2012-08-14	Common Stock	S	15425	$17.627	Disposed	437753	Indirect

Footnotes

F1: This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Jeffrey C. Smith, Mark Mitchell and Peter A. Feld (collectively, the "Reporting Persons"). As of August 14, 2012, the Reporting Persons ceased to own in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock.

F2: 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. 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 Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and Messrs. Smith, Mitchell and Feld as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund.

F4: Shares held in an account managed by Starboard Value LP. Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and Messrs. Smith, Mitchell and Feld as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard Value LP.