FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

NOHRA GUY P 		2. Issuer Name and Ticker or Trading Symbol

ATS MEDICAL INC [ ATSI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE EMBARCADERO CENTER, SUITE 3700 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/12/2010
(Street)

SAN FRANCISCO, CA 94111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		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
Common Stock   8/12/2010     D    11763000   D   (1) 0   I   By Fund   (2)
Common Stock   8/12/2010     D    21327   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 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 Title Amount or Number of Shares
Restricted Stock Unit     (3) 8/12/2010     D         15901   (4)   6/30/2011   (5) 6/30/2011   (5) Common Stock   15901   $4.00   0   I   (6) By Fund   (2)
Restricted Stock Unit     (3) 8/12/2010     D         11392   (4)   6/30/2012   (5) 6/30/2012   (5) Common Stock   11392   $4.00   0   I   (6) By Fund   (2)

Explanation of Responses:
( 1)  In connection with the merger of a subsidiary of Medtronic, Inc. into Issuer on August 12, 2010 (the "Merger") pursuant to an agreement and plan of merger dated April 28, 2010, all shares of Issuer common stock were converted into the right to receive $4 per share in cash.
( 2)  These securities are held of record by Alta Partners VIII, L.P. ("APVIII"). The reporting person is a managing director of the general partner of APVIII. As a managing director, he may be deemed to share voting and investment power over the securities held by APVIII. The reporting person disclaims beneficial ownership of such securities, except to the extent of his proportionate pecuniary interest therein.
( 3)  The restricted stock unit is convertible into common stock of the Issuer on a 1-for-1 basis.
( 4)  This restricted stock unit, the vesting of which was accelerated in connection with the Merger, was cancelled in the merger in exchange for the right to receive a cash payment equal to the product of (i) the total number of shares of stock represented by the restricted stock unit, multiplied by (ii) $4 per share, less applicable withholding taxes.
( 5)  Vests as to 100% the earlier of this date, or the date of the second annual meeting following the date of grant.
( 6)  Previously reported as directly held.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NOHRA GUY P
ONE EMBARCADERO CENTER
SUITE 3700
SAN FRANCISCO, CA 94111 		X X


Signatures
/s/ Deborah K. Chapman, Attorney-in-Fact for Guy Nohra 8/12/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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