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 *

Davis Clint 		2. Issuer Name and Ticker or Trading Symbol

HEALTHTRONICS, INC. [ HTRN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr VP &General Counsel
(Last)          (First)          (Middle)

9825 SPECTRUM DRIVE, BUILDING 3 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/5/2009
(Street)

AUSTIN, TX 78717
(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   11/5/2009     A    125000   A (1) (2) $0   274230   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

Explanation of Responses:
( 1)  On November 5, 2009, Mr. Davis was awarded a restricted stock grant of 125,000 shares of common stock of HealthTronics, Inc. (the "Company") under the Company's 2004 Equity Incentive Plan. The restricted stock award vests as follows: (a) 43,750 shares vest one-fourth on each of the first four anniversaries of the date of grant (10,937 shares on the first and second year anniversary and 10,938 shares on the third and fourth anniversary), provided, that vesting of such shares will be accelerated based on the achievement of the performance targets in (b) below within the first two years after the date of grant (in order starting with the first one-fourth unvested tranche next scheduled to vest) and
( 2)  (b) 81,250 shares vest based on (i) the achievement of the following performance targets and (ii) the reporting person not having voluntarily terminated his employment with the Company prior to the second anniversary of the date of grant (shares that have not vested upon the tenth anniversary of the grant date will be forfeited): 20-day average closing price of Company common stock on any trading day after the grant date as a % of the closing price of Company common stock on the grant date percentage of shares that vest 115% 25% 130% 50% 145% 75% 160% 100%

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Davis Clint
9825 SPECTRUM DRIVE
BUILDING 3
AUSTIN, TX 78717

Sr VP &General Counsel

Signatures
/s/ Clint Davis 11/9/2009
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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