SEC Filing | Nuwellis, Inc.

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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^*

MATHIESEN JEFFREY S

(Last)

(First)

(Middle)

12988 VALLEY VIEW ROAD

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2012

3. Issuer Name and Ticker or Trading Symbol
Sunshine Heart, Inc. [ SSH ]

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

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

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	11,875	I	By UBS⁽¹⁾
Common Stock	2,500	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)
Employee Stock Option - Right to Buy	⁽²⁾	08/17/2021	Common Stock	52,575	7.1218	D
Employee Stock Option - Right to Buy	⁽³⁾	11/01/2021	Common Stock	5,000	8.3427	D
Common Stock Warrant - Right to Buy	⁽⁴⁾	09/16/2015	Common Stock	4,313	11.3949	D

Explanation of Responses:

1. UBS is the reporting person's IRA account.

2. Option vests as to (i) 1/4 of the Shares subject to this Option vest on February 17, 2012 and (ii) 1/36 of the remaining Shares subject to this Option vest each month, commencing March 17, 2012.

3. Option vests as to (i) 1/4 of the Shares subject to this Option vest on September 2, 2012 and (ii) 1/36 of the remaining Shares subject to this Option vest each month, commencing November 2, 2012.

4. Immediately exercisable.

	/s/ Kassendra D. Galindo, attorney-in-fact	02/14/2012
	** 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.

POWER OF ATTORNEY


I, Jeffrey Mathiesen, hereby authorize and designate
each of Jeffrey Mathiesen, Jonathan R. Zimmerman,
Matthew R. Kuhn, James R. DeBuse,
Kassendra D. Galindo, Julie Regnier and Lauren Graff in
signing singly, as my true and lawful
attorney-in-fact:

(1) execute for and on behalf, in my capacity
as an officer, director and/or greater than 10%
stockholder of Sunshine Heart, Inc. (the "Company"),
Forms ID, 3, 4, and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 (the "Exchange
Act") and the rules and regulations promulgated
thereunder;

(2) do and perform any and all acts for and on my
behalf which may be necessary or desirable
to complete and execute any such Forms ID 3, 4, or 5
and timely file such form with the
Securities and Exchange Commission, and any stock
exchange or similar authority; and

(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be to my benefit, in my
best interest, or legally required of me, it being
understood that the statements
executed by such attorney-in-fact on my behalf
pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

I hereby further grant to each such attorney-
in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to
all intents and purposes as I might or
could do if personally present, with full power of
substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted.
I hereby acknowledge that the foregoing
attorneys-in-fact, in serving in such capacity at my
request, are not assuming, nor is
the Company or any such attorney-in-fact's substitute
or substitutes assuming, nor is the Company or any such
attorney-in-fact's substitute or substitutes assuming,
any of my responsibilities to comply with Section 16
of the Securities Exchange Act.

This Power of Attorney shall remain in full force and
effect I am no longer required to
file Forms ID, 3, 4, and 5 with respect to my holdings
of and transactions in securities issued by the Company,
unless earlier revoked by me in a signed writing
delivered to the foregoing attorneys-in-fact.
Nothwithstanding the foregoing, if any such
attorney-in-fact hereafter ceases to be at least one of
the following: (i) a partner of Faegre & Benson LLP, (ii)
an employee of Faegre & Benson LLP, or (iii) an employee
of Sunshine Heart, Inc., as applicable, this
Power of Attorney shall be automatically revoked solely
as to such individual, immediately upon such cessation,
without any further action on my part.

I hereby revoke all previous Powers of Attorney that may
have been granted by me in connection with my reporting
obligations, if any, under Section 16 of the Exchange
Act with respect to my holdings of and transactions in
securities issued by the Company.

IN WITNESS WHEREOF, I have caused this
Power of Attorney to be duly executed as of this 12th day
of October, 2011.


/s/ Jeffrey Mathiesen