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* Jackson Michael C (Last) (First) (Middle) C/O LEMAITRE VASCULAR, INC. 63 SECOND AVENUE (Street) BURLINGTON MA 01803 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/18/2006	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 X 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	113,798	I	See Footnote(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	07/31/2000(2)	06/30/2010	Common Stock	2,000	3.625	I	See Footnote(3)
Stock Option (Right to Buy)	05/17/2002(2)	05/16/2012	Common Stock	3,500	7.03	I	See Footnote(3)
Stock Option (Right to Buy)	05/30/2003(2)	05/29/2013	Common Stock	3,500	7.86	I	See Footnote(3)
Stock Option (Right to Buy)	01/27/2005(2)	01/26/2015	Common Stock	1,503	10.45	I	See Footnote(3)
Stock Option (Right to Buy)	07/20/2005(2)	07/19/2015	Common Stock	1,327	11.3	I	See Footnote(3)
Stock Option (Right to Buy)	04/26/2006(4)	04/25/2013	Common Stock	8,170	12.37	I	See Footnote(3)
Series A Preferred Stock	(5)	(5)	Common Stock	63,731(6)	(5)	I	See Footnote(1)

Explanation of Responses:

1. These shares are held by Housatonic Equity Investors, L.P. Housatonic Equity Partners I, LLC is the general partner of Housatonic Equity Investors, L.P., and Michael C. Jackson is a manager 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.

2. This option is exercisable and vests over a five year period at a rate of 20% after one year of service from the date listed on the table, and the balance vesting in equal annual installments over the remaining 4 years. These options shall continue to vest as described above to the extent a representative of Housatonic Equity Investors, L.P. continues to perform services for the Company.

3. These options are held by Housatonic Equity Investors, L.P. Housatonic Equity Partners I, LLC is the general partner of Housatonic Equity Investors, L.P., and Michael C. Jackson is a manager 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 vests over a three year period at a rate of 33 1/3% after one year of service from the date listed on the table, and the balance vesting in equal annual installments over the remaining 2 years. These options shall continue to vest as described above to the extent a representative of Housatonic Equity Investors, L.P. continues to perform services for the Company.

5. The preferred stock is convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's Initial Public Offering on a twenty-for-one basis and has no expiration date.

6. The shares listed on the table will convert into 1,274,620 shares of common stock at the holder's election and automatically upon the consummation of the Issuer's Initial Public Offering.

Remarks:

Exhibit Index Exhibit 24 - Power of Attorney

	/s/ Aaron M. Grossman Attorney-in-Fact	10/18/2006
	** 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.

                      POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below hereby constitutes and appoints
Aaron M. Grossman and Christopher Martin, and any one of
them acting singly, the true and lawful attorneys-in-fact
and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities (until
revoked in writing) to sign any and all instruments,
certificates and documents required to be executed on behalf
of the undersigned as an individual or on behalf of the
undersigned's holding company, as the case may be, 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 or by the By-laws of the
National Association of Securities Dealers, granting unto
said attorneys-in-fact and agents 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 attorneys-in-fact and agents,
or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been
signed as of the 18 day of October, 2006.


				/s/ Michael C. Jackson