FORM 4
[ X ] 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 *

Radichel Philip E 		2. Issuer Name and Ticker or Trading Symbol

Restore Medical, Inc. [ REST ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

2800 PATTON ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/16/2008
(Street)

ST. PAUL, MN 55113
(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   7/16/2008     D    7700   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
Stock Option (right to buy)   $1.10   7/16/2008     D        5325   (2)     (3) 1/2/2012   Common Stock   5325   (2)   (3) 0   D    
Stock Option (right to buy)   $1.10   7/16/2008     D        1125   (2)     (4) 1/1/2012   Common Stock   1125   (2)   (4) 0   D    
Stock Option (right to buy)   $1.10   7/16/2008     D        1500      (5) 1/1/2013   Common Stock   1500     (5) 0   D    
Stock Option (right to buy)   $1.10   7/16/2008     D        2500      (6) 1/1/2014   Common Stock   2500     (6) 0   D    
Stock Option (right to buy)   $1.10   7/16/2008     D        2031   (2)     (7) 1/1/2015   Common Stock   2031   (2)   (7) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the merger agreement among Medtronic, Inc., MRM Merger Corporation and Restore Medical, Inc. in exchange for $1.60 per share in cash on the effective date of the merger.
( 2)  Reflects fully vested portion of grant; unvested options were forfeited upon termination of reporting person on May 1, 2008 in accordance with the terms of the original option grant.
( 3)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $2,662.50, representing the difference between the exercise price of the option and the merger consideration per share ($1.60) multiplied by the total number of shares underlying the option.
( 4)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $562.50, representing the difference between the exercise price of the option and the merger consideration per share ($1.60) multiplied by the total number of shares underlying the option.
( 5)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $750, representing the difference between the exercise price of the option and the merger consideration per share ($1.60) multiplied by the total number of shares underlying the option.
( 6)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $1,250, representing the difference between the exercise price of the option and the merger consideration per share ($1.60) multiplied by the total number of shares underlying the option.
( 7)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $1,015.50, representing the difference between the exercise price of the option and the merger consideration per share ($1.60) multiplied by the total number of shares underlying the option.

Remarks:
All options that weren't vested on the termination date of May 1, 2008 were forfeited.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Radichel Philip E
2800 PATTON ROAD
ST. PAUL, MN 55113

Vice President

Signatures
/s/ Christopher R. Geyen, Attorney-in-Fact for Philip E. Radichel 7/16/2008
** 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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