FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cohn William E.
2. Issuer Name and Ticker or Trading Symbol

Cardiovascular Systems Inc [ CSII ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

1225 OLD HIGHWAY 8 NW
3. Date of Earliest Transaction (MM/DD/YYYY)

8/9/2021
(Street)

ST. PAUL, MN 55112
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 8/9/2021  A  1447 (1)A$0 5823 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)           (2) (2)Common Stock 27675  27675 D  
Restricted Stock Units  (3)8/9/2021  A   3814     (3) (3)Common Stock 3814 $0 3814 D  

Explanation of Responses:
(1) Represents restricted stock received at the election of the reporting person, in lieu of cash payment, as a retainer for service as a director of the Company during fiscal year 2022.
(2) Each restricted stock unit represents the right to receive a payment from the Company equal in value to the market price per share of Company common stock on the date of payment and shall be payable in cash or shares of Company common stock beginning six months following the termination of the reporting person's board membership.
(3) Each restricted stock unit represents the right to receive a payment from the Company equal in value to the market price per share of Company common stock on the date of payment and shall be payable in cash or shares of Company common stock beginning six months following the termination of the reporting person's board membership; provided, however, that the restricted stock units vest in quarterly amounts of 954 shares on each of September 30, 2021 and December 31, 2021 and as to 953 shares on each of March 31, 2022 and June 30, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Cohn William E.
1225 OLD HIGHWAY 8 NW
ST. PAUL, MN 55112
X



Signatures
/s/ Andrew Nick as Attorney-in-Fact for William E. Cohn pursuant to Power of Attorney filed herewith.8/11/2021
**Signature of Reporting PersonDate

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