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 *

Flannery William O. 		2. Issuer Name and Ticker or Trading Symbol

CYNOSURE INC [ CYNO ] 		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)

C/O CYNOSURE INC., 5 CARLISLE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/14/2014
(Street)

WESTFORD, MA 01886
(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
Class A Common Stock   11/14/2014     M    2175   A $0   8480   D    
Class A Common Stock   11/17/2014     F    870   (3) D $27.24   7610   (4) 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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 11/14/2014     M         2175      (2)   (2) Class A Common Stock   2175   $0   4350   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents the contingent right to receive one share of the issuer's Class A common stock.
( 2)  The restricted stock units are scheduled to vest as to approximately 25% of the shares on each three-month anniversary of the grant date of May 14, 2014.
( 3)  On November 14, 2014, 2,175 shares that were acquired by the reporting person pursuant to the award of restricted stock units on May 14, 2014 vested and were paid to the reporting person. 870 of these 2,175 shares were witheld to pay the resulting tax liability.
( 4)  The number of shares include (a) 5,000 shares of Cynosure Class A common stock previously owned by the reporting person, plus (b) 2,175 shares that were paid to the reporting person on August 14, 2014 upon vesting of restricted stock units awarded on May 14, 2014, less (c) 870 shares withheld to pay the resulting tax liability, plus (d) 2,175 shares that were paid to the reporting person on November 14, 2014 upon vesting of restricted stock units awarded on May 14, 2014, less (e) 870 shares withheld to pay the resulting tax liability.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Flannery William O.
C/O CYNOSURE INC.
5 CARLISLE ROAD
WESTFORD, MA 01886 		X



Signatures
Timothy W. Baker, Attorney-in-Fact 11/18/2014
** 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).
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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