SURMODICS INC — Director's Dealing 2015

May 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SURMODICS INC (SRDX)
CIK: 0000924717
Period of Report: 2015-05-21

Reporting Person: Phillips Bryan K (SVP, Gen Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-21	Common Stock	M	7748	$9.25	Acquired	33435	Direct
2015-05-21	Common Stock	M	5367	$12.40	Acquired	38802	Direct
2015-05-21	Common Stock	F	7984	$25.94	Disposed	30818	Direct
2015-05-22	Common Stock	S	7293	$25.2494	Disposed	23525	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-21	Employee Stock Option (right to buy)	$9.25	M	7748	Disposed	2017-11-30	Common Stock (7748)	Direct
2015-05-21	Employee Stock Option (right to buy)	$12.40	M	5367	Disposed	2018-11-30	Common Stock (5367)	Direct

Footnotes

F1: The reporting person makes a payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

F2: Sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 8, 2015.

F3: Reflects the weighted average price of 7,293 shares of common stock of Surmodics,Inc. sold by the reporting person in multiple transactions on May 22, 2015 with sale prices ranging from $24.92 to $25.81 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F4: Fully vested.

F5: The award vests in four equal installments of each of the first four anniversaries of the November 30, 2011 grant date.