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
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response 0.5
  
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*
LEE DAVID ASHLEY
(Last) (First) (Middle)
CRYOLIFE, INC.
1655 ROBERTS BLVD., N.W.
(Street)
KENNESAW GA 30144
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CRYOLIFE INC [ CRY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. VP, COO and CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2008
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 08/07/2008 M ( 1 ) 10,000 A $5.03 118,716 D
Common Stock 08/07/2008 S ( 1 ) 2,100 D $13.71 116,616 D
Common Stock 08/07/2008 S ( 1 ) 1,400 D $13.72 115,216 D
Common Stock 08/07/2008 S ( 1 ) 1,376 D $13.73 113,840 D
Common Stock 08/07/2008 S ( 1 ) 1,709 D $13.74 112,131 D
Common Stock 08/07/2008 S ( 1 ) 1,717 D $13.75 110,414 D
Common Stock 08/07/2008 S ( 1 ) 1,918 D $13.76 108,496 D
Common Stock 08/07/2008 S ( 1 ) 1,490 D $13.77 107,006 D
Common Stock 08/07/2008 S ( 1 ) 1,700 D $13.78 105,306 D
Common Stock 08/07/2008 S ( 1 ) 600 D $13.79 104,706 D
Common Stock 08/07/2008 S ( 1 ) 690 D $13.8 104,016 D
Common Stock 08/07/2008 S ( 1 ) 300 D $13.82 103,716 D
Common Stock 08/07/2008 S ( 1 ) 500 D $14 103,216 D
Common Stock 08/11/2008 M ( 1 ) 10,000 A $5.03 113,216 D
Common Stock 08/11/2008 S ( 1 ) 11,533 D $14 101,683 D
Common Stock 08/11/2008 S ( 1 ) 747 D $14.01 100,936 D
Common Stock 1,700 I By Parents ( 2 )
Common Stock 1,500 I By Children
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
Stock Option $5.03 08/07/2008 M ( 1 ) 10,000 05/04/2007 ( 3 ) 11/04/2011 Common Stock 10,000 $0 240,000 D
Stock Option $5.03 08/11/2008 M ( 1 ) 10,000 05/04/2007 ( 3 ) 11/04/2011 Common Stock 10,000 $0 230,000 D
Explanation of Responses:
1. The sales and option exercise reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 16, 2008.
2. The reporting person holds 1,700 shares indirectly through parents for which the reporting person has power of disposition only and disclaims beneficial ownership. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other reason.
3. The options will become exercisable subject to the Reporting Person remaining continuously employed by CryoLife as follows: 50,000 shares will become exercisable on the first anniversary of the option grant date of May 4, 2006 and 50,000 more shares will become subject to exercise on each subsequent anniversary thereof until all 250,000 shares (100% of the option) are subject to exercise. The option will have a term of 66 months but the option may terminate earlier as stated in the option document. The right to exercise will accelerate for all shares subject to the option agreement if, during the term of the Reporting Person's employment agreement and during the Reporting Person's continuous employment, (i) CryoLife terminates the Reporting Person's employment other than for cause, death or disability, (ii) the Reporting Person terminates employment for good reason, or (iii) the Reporting Person becomes entitled to receive a retention payment under his employment agreement.
Remarks:
/s/ D. A. Lee 08/11/2008
** 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 Number.