SEC Filing | LeMaitre

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SEC FORM 3 SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Thorndike William N Jr

(Last)

(First)

(Middle)

C/O LEMAITRE VASCULAR, INC.

63 SECOND AVENUE

(Street)

BURLINGTON

01803

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2012

3. Issuer Name and Ticker or Trading Symbol
LEMAITRE VASCULAR INC [ LMAT ]

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 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 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	87,202	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	05/30/2003⁽¹⁾	03/06/2013⁽²⁾	Common Stock	3,500	7.86	I	See Footnote⁽³⁾
Stock Option (Right to Buy)	01/27/2005⁽¹⁾	03/06/2013⁽²⁾	Common Stock	1,503	10.45	I	See Footnote⁽³⁾
Stock Option (Right to Buy)	07/20/2005⁽¹⁾	03/06/2013⁽²⁾	Common Stock	1,327	11.3	I	See Footnote⁽³⁾
Stock Option (Right to Buy)	04/26/2006⁽¹⁾	03/06/2013⁽²⁾	Common Stock	8,170	12.37	I	See Footnote⁽³⁾
Stock Option (Right to Buy)	09/01/2008⁽⁴⁾	03/06/2013⁽²⁾	Common Stock	15,000	3.4	I	See Footnote⁽³⁾
Stock Option (Right to Buy)	07/27/2009⁽⁴⁾	03/06/2013⁽²⁾	Common Stock	15,000	3	I	See Footnote⁽³⁾
Stock Option (Right to Buy)	07/26/2010⁽⁴⁾	03/06/2013⁽²⁾	Common Stock	10,000	5.85	I	See Footnote⁽³⁾
Stock Option (Right to Buy)	07/26/2011⁽⁴⁾	03/06/2013⁽²⁾	Common Stock	5,000	7.1	I	See Footnote⁽³⁾

Explanation of Responses:

1. This option is fully exercisable. It vested over a five-year period at a rate of 20% on the anniversary of the date listed on the table, with the balance vesting in equal annual installments over the remaining four years.

2. Because the reporting person ceased serving on the Board of Directors of the Issuer as a representative of Housatonic Equity Investors L.P on December 6, 2012, such option will no longer be exercisable, and will be forfeited if not sooner exercised, as of March 6, 2013. The Reporting Person rejoined the Board of Directors of the Issuer on December 9, 2012 strictly in an individual capacity.

3. This option is held by Housatonic Equity Investors L.P. Housatonic Equity Partners I, LLC is the general partner of Housatonic Equity Investors L.P., and William N. Thorndike, Jr. is a managing director of Housatonic Equity Partners I, LLC and a limited partner of Housatonic Equity Investors L.P. In such capacities the reporting person may be deemed to share voting and investment power with respect to the securities held of record by Housatonic Equity Investors L.P. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and the reporting herein of such securities shall not be construed as an admission of beneficial ownership thereof for purposes of Section 16 or for any other purpose.

4. This option is exercisable and vested to the extent set forth in column 3. To the extent the original grant was unvested on December 6, 2012, such portion of the grant was forfeited because the reporting person ceased serving on the Board of Directors of the Issuer as a representative of Housatonic Equity Investors L.P on such date. The Reporting Person rejoined the Board of Directors of the Issuer on December 9, 2012 strictly in an individual capacity.

	/s/ Laurie Churchill, Attorney-in-Fact	12/19/2012
	** 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 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).
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.

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POWER OF ATTORNEY
      KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints
each of Laurie A. Churchill, Nicole C. Brookshire and Pamela L. Finan, signing singly and each acting individually,
as the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution,
for the undersigned and in the undersigned's name, place, and stead, in any and all capacities to sign any and all
instruments, certificates, and documents approved by the undersigned that, as a result of the undersigned's service
as an executive officer or director of LeMaitre Vascular, Inc. (the "Company"), are required to be executed on
behalf of the undersigned pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any
other entity when and if such is mandated by the Exchange Act, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and
purposes as the undersigned might or could do in person thereby ratifying and confirming all that said
attorney-in-fact and agent, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      The undersigned acknowledges that this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent
verification of such information; any documents prepared and/or executed by any such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and
disclosure as such attorney-in-fact, in her discretion, deems necessary or desirable; neither the Company nor any
such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under
Section 16(b) of the Exchange Act; and this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act, including without limitation the
reporting requirements under Section 16 of the Exchange Act.

      This Power of Attorney shall remain in effect until it is revoked in writing or the undersigned has ceased
to serve as an executive officer or director of LeMaitre Vascular, Inc.

      IN WITNESS WHEREOF, this Power of Attorney has been signed as of December 13, 2012.

/s/ William N. Thorndike, Jr.

Print Name: William N. Thorndike, Jr.