SEC FORM 4

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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^*

TREACE JAMES T

(Last)

(First)

(Middle)

C/O KYPHON INC.

1221 CROSSMAN AVENUE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KYPHON INC [ KYPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/08/2005		M		20,000	A	$1	108,599 ^{( 1 )}	D
Common Stock	11/08/2005		S		1,000	D	$39.771	107,599	D
Common Stock	11/08/2005		S		1,000	D	$39.9804	106,599	D
Common Stock	11/08/2005		S		2,000	D	$40.03	104,599	D
Common Stock	11/08/2005		S		1,000	D	$40.0354	103,599	D
Common Stock	11/08/2005		S		1,000	D	$40.04	102,599	D
Common Stock	11/08/2005		S		1,000	D	$40.0667	101,599	D
Common Stock	11/08/2005		S		1,000	D	$40.069	100,599	D
Common Stock	11/08/2005		S		1,000	D	$40.07	99,599	D
Common Stock	11/08/2005		S		1,000	D	$40.071	98,599	D
Common Stock	11/08/2005		S		1,000	D	$40.09	97,599	D
Common Stock	11/08/2005		S		1,000	D	$40.1335	96,599	D
Common Stock	11/08/2005		S		1,000	D	$40.1392	95,599	D
Common Stock	11/08/2005		S		1,000	D	$40.18	94,599	D
Common Stock	11/08/2005		S		1,000	D	$40.1935	93,599	D
Common Stock	11/08/2005		S		1,000	D	$40.2467	92,599	D
Common Stock	11/08/2005		S		1,000	D	$40.2934	91,599	D
Common Stock	11/08/2005		S		1,000	D	$40.3401	90,599	D
Common Stock	11/08/2005		S		1,000	D	$40.3622	89,599	D
Common Stock	11/08/2005		S		1,000	D	$40.38	88,599	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (Right to Buy)	$1	11/08/2005		M			20,000	08/18/2001 ^{( 2 )}	07/18/2011	Common Stock	20,000	$1	15,000 ^{( 3 )}	D

Explanation of Responses:

1. Includes previously reported 73,999 shares held by J & A Group, LLC and 14,600 shares held by James T. and Angeline G. Treace, none of which are involved in these transactions. The 14,600 shares held by James T. and Angeline G. Treace were incorrectly reported as 14,999 shares on the Form 4 filed August 11, 2005.

2. This option vests according to the following schedule: 1/48th per month commencing on the date exercisable.

3. Includes 7,500 options exercisable at $24.40 per share, granted 10/1/04 and 7,500 options exercisable at $34.06 per share, granted 7/1/05.

	David M. Shaw, Attorney-In-Fact	11/10/2005
	** Signature of Reporting Person	Date
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