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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response...
0.5
                      
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 *

Sopp John P
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

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           2000      (1) 11/15/2010   Common Stock   2000     (1) 0   D    
Stock Option (Right to Buy)   $1.10   7/16/2008           4650      (2) 1/1/2012   Common Stock   4650     (2) 0   D    
Stock Option (Right to Buy)   $1.10   7/16/2008           7500      (3) 1/2/2012   Common Stock   7500     (3) 0   D    
Stock Option (Right to Buy)   $1.10   7/16/2008           1500      (4) 1/1/2013   Common Stock   1500     (4) 0   D    
Stock Option (Right to Buy)   $1.10   7/16/2008           2500      (5) 1/1/2014   Common Stock   2500     (5) 0   D    
Stock Option (Right to Buy)   $1.10   7/16/2008           20000      (6) 11/11/2014   Common Stock   20000     (6) 0   D    
Stock Option (Right to Buy)   $1.63   7/16/2008           45000    8/10/2008   (7) 8/10/2017   Common Stock   45000     (7) 0   D    
Stock Option (Right to Buy)   $1.19   7/16/2008           5000    2/5/2009   (8) 2/5/2018   Common Stock   5000     (8) 0   D    
Stock Option (Right to Buy)   $1.19   7/16/2008           10000    2/5/2009   (9) 2/5/2018   Common Stock   10000     (9) 0   D    

Explanation of Responses:
( 1)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $1,000, 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.
( 2)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $2,325, 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.
( 3)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $3,750, 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.
( 4)  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.
( 5)  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.
( 6)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $10,000, 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. and no cash payment was received because the exercise price of the option was greater than the merger consideration per share ($1.60).
( 8)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $2,050, 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.
( 9)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $4,100, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sopp John P
2800 PATTON ROAD
ST. PAUL, MN 55113


Vice President

Signatures
/s/ Christopher R. Geyen, Attorney-in-Fact for John P. Sopp 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.
Restore Medical (MM) (NASDAQ:REST)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Restore Medical (MM) Charts.
Restore Medical (MM) (NASDAQ:REST)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Restore Medical (MM) Charts.