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^*

PAULSON J ROBERT JR

(Last)

(First)

(Middle)

2800 PATTON ROAD

(Street)

ST. PAUL

55113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Restore Medical, Inc. [ REST ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2008

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)
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	07/16/2008		D		35,770	D	^{( 1 )}	0	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)
Stock Option (right to buy)	$1.1	07/16/2008		D			101,688	05/16/2007 ^{( 2 )}	04/11/2015	Common Stock	101,688	^{( 2 )}	0	D
Stock Option (right to buy)	$1.1	07/16/2008		D			306,813	02/01/2008 ^{( 3 )}	04/11/2015	Common Stock	306,813	^{( 3 )}	0	D
Stock Option (right to buy)	$1.63	07/16/2008		D			225,000	08/10/2008 ^{( 4 )}	08/10/2007	Common Stock	225,000	^{( 4 )}	0	D
Stock Option (right to buy)	$1.63	07/16/2008		D			67,500	08/10/2008 ^{( 4 )}	08/10/2017	Common Stock	67,500	^{( 4 )}	0	D
Stock Option (right to buy)	$1.19	07/16/2008		D			32,500	02/05/2009 ^{( 5 )}	02/05/2018	Common Stock	32,500	^{( 5 )}	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. This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $50,844, 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 $153,406.50, 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. and no cash payment was received because the exercise price of the option was greater than the merger consideration per share ($1.60).

5. This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $13,325, 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.

Remarks:

	/s/ Christopher R. Geyen, Attorney-in-Fact for J. Robert Paulson, Jr.	07/16/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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