SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Murcray Scott

(Last) (First) (Middle)
C/O VNUS MEDICAL TECHNOLOGIES, INC.
5799 FONTANOSO WAY

(Street)
SAN JOSE CA 95138

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VNUS MEDICAL TECHNOLOGIES INC [ VNUS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Principal Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 06/17/2009 D 780(1) D $29 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 Units (2) 06/17/2009 D(3) 7,000(3) (4) (4) Common Stock 7,000 $0.00 0 D
Restricted Stock Units (2) 06/17/2009 D(3) 2,250(3) (5) (5) Common Stock 2,250 $0.00 0 D
Restricted Stock Units (2) 06/17/2009 D(3) 2,625(3) (6) (6) Common Stock 2,625 $0.00 0 D
Employee Stock Options (right to buy) $13.78 06/17/2009 D(7) 3,126(7) (8) 07/02/2017 Common Stock 3,126 $0.00 0 D
Explanation of Responses:
1. Represents restricted stock units that vested in full and were canceled pursuant to the Agreement and Plan of Merger, dated as of May 7, 2009, by and among Covidien Group S.a.r.l., VNUS Medical Technologies, Inc. (the "Issuer") and Covidien Delaware Corp. (the "Merger"). At the effective time of the Merger, these restricted stock units vested in full and were canceled in exchange for the right to receive a cash payment of $29.00 for each share into which the vested restricted stock units would otherwise be convertible (without interest and less any applicable withholding taxes).
2. Prior to the effective time of the Merger, the Reporting Person was entitled to receive one (1) share of common stock for each one (1) restricted stock unit.
3. These restricted stock units vested in full and were canceled at the effective time of the Merger in exchange for the right to receive a cash payment of $29.00 for each share into which the vested restricted stock units would otherwise be convertible (without interest and less any applicable withholding taxes).
4. Prior to the effective time of the Merger, the restricted stock units were scheduled to vest in four (4) successive and equal annual installments measured from July 1, 2008.
5. Prior to the effective time of the Merger, the restricted stock units were scheduled to vest in four (4) successive and equal annual installments measured from November 1, 2007.
6. Prior to the effective time of the Merger, the restricted stock units were scheduled to vest in four (4) successive and equal annual installments measured from July 2, 2007.
7. These options were canceled at the effective time of the Merger in exchange for a cash payment of $47,577.72, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
8. Prior to the effective time of the Merger, the shares subject to these options were scheduled to vest over four years, with 25% of the shares vesting on July 2, 2008, and 1/36th of the shares vesting monthly thereafter.
/s/ Cindee Van Vleck, Attorney-in-Fact for Scott Murcray 06/17/2009
** 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).
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