Ownership Submission
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

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MITCHELL DANIEL J
  2. Issuer Name and Ticker or Trading Symbol
REPLIDYNE INC [RDYN]
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)
SEQUEL VENTURE PARTNERS, L.L.C., 4430 ARAPAHOE AVENUE, SUITE 220
3. Date of Earliest Transaction (Month/Day/Year)
07/03/2006
(Street)

BOULDER, CO 80303
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 07/03/2006   C   1,261,870 A (1) 1,412,065 (2) I By Sequel Limited Partnership III (4)
Common Stock 07/03/2006   C   35,068 A (1) 39,240 (3) I By Sequel Entrepreneurs' Fund III, L.P. (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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
Series A Preferred Stock $ 0 (5) 07/03/2006   C     1,945,920   (5)   (5) Common Stock 1,945,920 (5) (5) 0 I By Sequel Limited Partnership III (4)
Series A Preferred Stock $ 0 (6) 07/03/2006   C     54,080   (6)   (6) Common Stock 54,080 (6) (6) 0 I By Sequel Entrepreneurs' Fund III, L.P. (4)
Series C Preferred Stock $ 0 (7) 07/03/2006   C     3,113,472   (7)   (7) Common Stock 3,113,472 (7) (7) 0 I By Sequel Limited Partnership III (4)
Series C Preferred Stock $ 0 (8) 07/03/2006   C     86,528   (8)   (8) Common Stock 86,528 (8) (8) 0 I By Sequel Entrepreneurs' Fund III, L.P. (4)
Series D Preferred Stock $ 0 (9) 07/03/2006   C     1,128,824   (9)   (9) Common Stock 1,128,824 (9) (9) 0 I By Sequel Limited Partnership III (4)
Series D Preferred Stock $ 0 (10) 07/03/2006   C     31,372   (10)   (10) Common Stock 31,372 (10) (10) 0 I By Sequel Entrepreneurs' Fund III, L.P. (4)
Warrant (right to buy) $ 1.25 07/03/2006   C     38,919   (11)   (11) Series C Preferred Stock 38,919 (11) (11) 0 I By Sequel Limited Partnership III (4)
Warrant (right to buy) $ 1.25 07/03/2006   C     1,083   (11)   (11) Series C Preferred Stock 1,083 (11) (11) 0 I By Sequel Entrepreneurs' Fund III, L.P. (4)
Warrant (right to buy) $ 6.13 (12) 07/03/2006   C   7,935   06/27/2006 06/27/2011 Common Stock 7,935 (12) (12) 7,935 I By Sequel Limited Partnership III (4)
Warrant (right to buy) $ 6.13 (12) 07/03/2006   C   219   06/27/2006 06/27/2011 Common Stock 219 (12) (12) 219 I By Sequel Entrepreneurs' Fund III, L.P. (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MITCHELL DANIEL J
SEQUEL VENTURE PARTNERS, L.L.C.
4430 ARAPAHOE AVENUE, SUITE 220
BOULDER, CO 80303
  X      

Signatures

 /s/ Laura M. Medina, Attorney-in-Fact   07/06/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Issuer's preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering.
(2) Includes 150,195 shares of the Issuer's common stock issued to Sequel Limited Partnership III ("SLP III") in satisfaction of accumulated dividends on the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock owned by SLP III.
(3) Includes 4,172 shares of the Issuer's common stock issued to Sequel Entrepreneurs' Fund III, L.P. ("SEF III") in satisfaction of accumulated dividends on the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock owned by SEF III.
(4) The Reporting Person is a manager of Sequel Venture Partners III, L.L.C., the general partner of SLP III and SEF III. As such, the Reporting Person shares voting and investment power over the shares held by SLP III and SEF III and may be deemed to have indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of such shares held by SLP III and SEF III except to his proportionate pecuniary interest therein.
(5) These securities automatically converted into 396,802 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series A Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.
(6) These securities automatically converted into 11,027 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series A Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.
(7) These securities automatically converted into 634,884 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series C Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.
(8) These securities automatically converted into 17,644 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series C Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.
(9) These securities automatically converted into 230,184 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series D Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.
(10) These securities automatically converted into 6,397 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The conversion of the Series D Preferred Stock gives effect to the Issuer's 1-for-4.904 reverse stock split.
(11) The warrants to purchase shares of the Issuer's Series C Preferred Stock automatically converted into warrants to purchase shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.
(12) The number of shares and exercise price gives effect to the Issuer's 1-for-4.901 reverse stock split.

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