Edgar Filing: KAPSEN TERRANCE J

Ownership Submission

FORM 4

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KAPSEN TERRANCE J

2. Issuer Name and Ticker or Trading Symbol
ANGEION CORP/MN [ANGN]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President

(Last)

(First)

(Middle)

350 OAK GROVE PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2010

(Street)

SAINT PAUL, MN 55127

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	08/28/2010		F		873 ⁽¹⁾ ⁽²⁾	D	$ 4.22	24,073	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KAPSEN TERRANCE J 350 OAK GROVE PARKWAY SAINT PAUL, MN 55127			Executive Vice President

Signatures

Getey M. Ritchott, Attorney-in-Fact for Terrance J. Kapsen		08/31/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Reporting Person was granted a restricted stock option of 8,000 shares on August 28, 2008. One-third of the shares vest on the first, second, and third anniversaries of the date of grant. Therefore 2,667 sahres vested on August 28, 2010. The Reporting Person is required to pay the tax withholding obligation associated with the vesting of the shares, the Issuer's Board of Directors expressly authorized withholding for the payment of this obligation, and the Reporting Person has elected share withholding for the payment of this obligation. Therefore, the Issuer withheld for tax obligations 873 shares of the 2,667 shares otherwise issuable.
(2)	This Form 4 reports (i) the disposition of these 873 shares by the Reporting Person to the Issuer to pay the tax liability associated with the vesting and (ii) the net increase in the Reporting Person's ownership of 1,794 shares. The price of $4.22 is equal to the fair market value on the date of vesting and is used to determine both the value of the shares that vest and the value of the shares withheld.

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