Ownership Submission
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, 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 *
  LAWLOR AUGUSTINE
2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2006
3. Issuer Name and Ticker or Trading Symbol
REPLIDYNE INC [RDYN]
(Last)
(First)
(Middle)
55 CAMBRIDGE PARKWAY, SUITE 301
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CAMBRIDGE, MA 02142
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 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 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 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
Series A Convertible Preferred (1)   (1)   (1) Common Stock 8,250,300 (1) $ 0 I (4) By Partnership
Series C Convertible Preferred (2)   (2)   (2) Common Stock 7,280,001 (2) $ 0 I (4) By Partnership
Series D Convertible Preferred (5)   (3)   (3) Common Stock 3,447,188 (3) $ 0 I (5) By Partnership

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAWLOR AUGUSTINE
55 CAMBRIDGE PARKWAY
SUITE 301
CAMBRIDGE, MA 02142
  X   X    

Signatures

/s/Jeffrey Steinberg, Attorney-in-Fact for Augustine Lawlor 06/27/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares will automatically convert into 1,682,361 shares of Common Stock of the Issuer on the date of the closing of the initial public offering of the Issuer's Common Stock.
(2) These shares will automatically convert into 1,484,502 shares of Common Stock of the Issuer on the date of the closing of the initial public offering of the Issuer's Common Stock.
(3) These shares will automatically convert into 702,933 shares of Common Stock of the Issuer on the date of the closing of the initial public offering of the Issuer's Common Stock.
(4) These securities are owned by HealthCare Ventures VI, L.P. ("HCVVI"). Mr. Lawlor is a general partner of HealthCare Ventures VI, L.P., the General Partner of HCVVI and may be deemed to indirectly beneficially own those securities owned by HCVVI. Mr. Lawlor disclaims beneficial ownership of those securities in which he does not have a pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16, except to the extent of his pecuniary interest therein.
(5) These securities are owned by HealthCare Ventures VIII, L.P. ("HCVVIII"). Mr. Lawlor is a managing director of HealthCare Partners VIII LLC, which is the general partner of HealthCare Partners VIII, L.P., which is the general parthner of HCVVIII and may be deemed to indirectly benefically own those securities owned by HVVVIII. Mr. Lawlor disclaims beneficial ownership of those securities in which he does not have a pecuniary interest and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16, except to the extent of his pecuniary interest.

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