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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
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^*

Thorndike William N Jr

(Last)

(First)

(Middle)

C/O LEMAITRE VASCULAR, INC.

63 SECOND AVENUE

(Street)

BURLINGTON

01803

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2013

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	03/01/2013		M		1,709	A	$5.85	1,709	I	See footnote⁽¹⁾
Common Stock	03/01/2013		S		1,709	D	$6.022⁽²⁾	0	I	See footnote⁽¹⁾
Common Stock	03/04/2013		M		8,291	A	$5.85	8,291	I	See footnote⁽¹⁾
Common Stock	03/04/2013		S		8,291	D	$6.05⁽³⁾	0	I	See footnote⁽¹⁾
Common Stock	03/04/2013		M		3,271	A	$3.4	3,271	I	See footnote⁽¹⁾
Common Stock	03/04/2013		S		3,271	D	$6.031⁽⁴⁾	0	I	See footnote⁽¹⁾
Common Stock	03/05/2013		M		1,200	A	$3.4	1,200	I	See footnote⁽¹⁾
Common Stock	03/05/2013		S		1,200	D	$6.0783⁽⁵⁾	0	I	See footnote⁽¹⁾
Common Stock	03/06/2013		M		10,529	A	$3.4	10,529	I	See footnote⁽¹⁾
Common Stock	03/06/2013		M		15,000	A	$3	25,529	I	See footnote⁽¹⁾
Common Stock	03/06/2013		S		4,000	D	$6.03⁽⁹⁾	21,529	I	See footnote⁽¹⁾
Common Stock								87,202	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)	$5.85	03/01/2013		M			1,709	07/26/2010⁽⁶⁾	03/06/2013⁽⁷⁾	Common Stock	1,709	$0	8,291	I	See footnote⁽⁸⁾
Stock Option (Right to Buy)	$5.85	03/04/2013		M			8,291	07/26/2010⁽⁶⁾	03/06/2013⁽⁷⁾	Common Stock	8,291	$0	0	I	See footnote⁽⁸⁾
Stock Option (Right to Buy)	$3.4	03/04/2013		M			3,271	09/01/2008⁽⁶⁾	03/06/2013⁽⁷⁾	Common Stock	3,271	$0	11,729	I	See footnote⁽⁸⁾
Stock Option (Right to Buy)	$3.4	03/05/2013		M			1,200	09/01/2008⁽⁶⁾	03/06/2013⁽⁷⁾	Common Stock	1,200	$0	10,529	I	See Footnote⁽⁸⁾
Stock Option (Right to Buy)	$3.4	03/06/2013		M			10,529	09/01/2008⁽⁶⁾	03/06/2013⁽⁷⁾	Common Stock	10,529	$0	0	I	See Footnote⁽⁸⁾
Stock Option (Right to Buy)	$3	03/06/2013		M			15,000	07/27/2009⁽⁶⁾	03/06/2013⁽⁷⁾	Common Stock	15,000	$0	0	I	See Footnote⁽⁸⁾

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 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.

2. The price reported in Column 4 is a weighted average price. The transaction was executed in multiple trades ranging from $6.00 to $6.04. The reporting person undertakes to provide to the issuer, any securityholder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and price at which the transaction was effected.

3. The price reported in Column 4 is a weighted average price. The transaction was executed in multiple trades ranging from $6.05 to $6.06. The reporting person undertakes to provide to the issuer, any securityholder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and price at which the transaction was effected.

4. The price reported in Column 4 is a weighted average price. The transaction was executed in multiple trades ranging from $6.00 to $6.09. The reporting person undertakes to provide to the issuer, any securityholder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and price at which the transaction was effected.

5. The price reported in Column 4 is a weighted average price. The transaction was executed in multiple trades ranging from $6.05 to $6.09. The reporting person undertakes to provide to the issuer, any securityholder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and price at which the transaction was effected.

6. To the extent outstanding, this option is fully vested and exercisable. Any unvested portion of the original grant was forfeited on December 6, 2012 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.

7. 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.

8. 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.

9. The price reported in Column 4 is a weighted average price. The transaction was executed in multiple trades ranging from $6.00 to $6.13. The reporting person undertakes to provide to the issuer, any securityholder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and price at which the transaction was effected.

	/s/ Laurie Churchill, Attorney-in-Fact	03/06/2013
	** 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 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).
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