Edgar Filing: AtriCure, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â WELDON NORMAN R

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2005

3. Issuer Name and Ticker or Trading Symbol
AtriCure, Inc. [ATRC]

(Last)

(First)

(Middle)

6 OCEAN CLUB DRIVE

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

AMELIA ISLAND,Â FLÂ 32034

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	122,368	D	Â
Common Stock	36,842	I	Held by Wife ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	21,691	$ 0 ⁽²⁾	I	Held by Wife ⁽¹⁾
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	143,622	$ 0 ⁽²⁾	I	Held by Partisan Management Group ⁽⁴⁾
Series A Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	213,190	$ 0 ⁽²⁾	I	Held by The Weldon Foundation ⁽³⁾
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	57,061	$ 0 ⁽²⁾	I	Held by Wife ⁽¹⁾
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	27,880	$ 0 ⁽²⁾	I	Held by Partisan Management Group ⁽⁴⁾
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	27,880	$ 0 ⁽²⁾	I	Held by The Weldon Foundation ⁽³⁾
Preferred Stock Warrants (Right to Buy)	08/10/2005	Â ⁽⁵⁾	Series B Convertible Preferred Stock ⁽²⁾	17,118	$ 5.43	I	Held by Wife ⁽¹⁾
Preferred Stock Warrants (Right to Buy)	08/10/2005	Â ⁽⁵⁾	Series B Convertible Preferred Stock ⁽²⁾	8,363	$ 5.43	I	Held by Partisan Management Group ⁽⁴⁾
Preferred Stock Warrants (Right to Buy)	08/10/2005	Â ⁽⁵⁾	Series B Convertible Preferred Stock ⁽²⁾	8,363	$ 5.43	I	Held by The Weldon Foundation ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WELDON NORMAN R 6 OCEAN CLUB DRIVE AMELIA ISLAND,Â FLÂ 32034	Â X	Â	Â	Â

Signatures

/s/ Thomas J. Etergino as Attorney-in-Fact for Norman R. Weldon		08/15/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Dr. Weldon disclaims beneficial ownership of the securities held by his wife, except as to his pecuniary interest therein.
(2)	The shares of Preferred Stock convert on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering.
(3)	Dr. Weldon is the President of The Weldon Foundation. Dr. Weldon disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.
(4)	Dr. Weldon is a Managing Director of Partisan Management Group. Dr. Weldon disclaims beneficial ownership of the securities held by this entity, except as to his pecuniary interest therein.
(5)	Warrants expire on August 10, 2006 (one year from the date of the Issuer's initial public offering).

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