SURMODICS INC — Director's Dealing 2016

Dec 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SURMODICS INC (SRDX)
CIK: 0000924717
Period of Report: 2016-11-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-30	Common Stock	A	2713	$0.00	Acquired	29170	Direct
2016-11-30	Common Stock	A	4881	$0.00	Acquired	34051	Direct
2016-11-30	Common Stock	F	2353	$23.95	Disposed	31698	Direct
2016-12-02	Common Stock	S	1264	$23.9049	Disposed	30434	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-30	Employee Stock Option (right to buy)	$23.95	A	17121	Acquired	2023-11-30	Common Stock (17121)	Direct

Footnotes

F1: Performance shares awarded under long-term incentive plan based on performance during three-year period ended September 30, 2016.

F2: Shares withheld to satisfy taxes incident to vesting of performance share award.

F3: Sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 31, 2016.

F4: Reflects the weighted average price of 1,264 shares of common stock of Surmodics,Inc. sold by the reporting person in multiple transactions on December 2, 2016 with sale prices ranging from $23.75 to $24.075 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.

F5: The award vests in four equal installments on each of the first four anniversaries of the November 30, 2016 grant date.