FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Thorndike William N Jr

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/19/2008 

3. Issuer Name and Ticker or Trading Symbol

LEMAITRE VASCULAR INC [LMAT]

(Last)        (First)        (Middle)

C/O LEMAITRE VASCULAR, INC., 63 SECOND AVENUE

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

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

(Street)

BURLINGTON, MA 01803       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   1275850   I   See Footnote   (1)
Common Stock   1666   (2) I   See Footnote   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   7/31/2000   (3) 6/30/2010   Common Stock   2000   $3.625   I   See Footnote   (4)
Stock Option (Right to Buy)   5/17/2002   (3) 5/16/2012   Common Stock   3500   $7.03   I   See Footnote   (4)
Stock Option (Right to Buy)   5/30/2003   (3) 5/29/2013   Common Stock   3500   $7.86   I   See Footnote   (4)
Stock Option (Right to Buy)   1/27/2005   (3) 1/26/2015   Common Stock   1503   $10.45   I   See Footnote   (4)
Stock Option (Right to Buy)   7/20/2005   (3) 7/19/2015   Common Stock   1327   $11.3   I   See Footnote   (4)
Stock Option (Right to Buy)   4/26/2006   (5) 4/25/2013   Common Stock   8170   $12.37   I   See Footnote   (4)
Stock Option (Right to Buy)   7/18/2007   (5) 7/18/2014   Common Stock   7500   $6.1   I   See Footnote   (4)

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 the 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)  These shares represent the remaining unvested balance of restricted stock units issued on December 22, 2006, pursuant to a restricted stock unit agreement between LeMaitre Vascular, Inc. and Housatonic Equity Investors L.P. The 2,500 restricted stock units originally issued vest over a three-year period at a rate of one-third on the anniversary of the issuance date, with the balance vesting in equal annual installments over the remaining two years.
( 3)  This option is exercisable and vests 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. This option 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.
( 4)  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 the 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.
( 5)  This option is exercisable and vests over a three-year period at a rate of 33 1/3% on the anniversary of the date listed on the table, with the balance vesting in equal annual installments over the remaining two years. This option 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Thorndike William N Jr
C/O LEMAITRE VASCULAR, INC.
63 SECOND AVENUE
BURLINGTON, MA 01803
X



Signatures
/s/ Christopher H. Martin Attorney-in-Fact 6/20/2008
** 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 control number.
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