Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2013



Cardiovascular Systems, Inc.

(Exact name of Registrant as Specified in its Charter)




Delaware   000-52082   41-1698056

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

651 Campus Drive

St. Paul, Minnesota 55112-3495

(Address of Principal Executive Offices and Zip Code)

(651) 259-1600

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01 Other Events.

Effective February 20, 2013, Kevin Kenny, the Company’s Executive Vice President of Sales and Marketing, adopted a pre-arranged trading plan (the “Trading Plan”) to sell shares of the Company’s common stock. The Trading Plan was designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding stock transactions. Under Rule 10b5-1, directors, officers and other persons who are not in possession of material non-public information may adopt a pre-arranged plan or contract for the sale of a registrant’s securities under specified conditions and at specified times.

The Trading Plan provides that Mr. Kenny will sell shares held by him personally over approximately ten months beginning April 23, 2013. The Trading Plan allows for the sale of 18,990 shares of common stock already owned by Mr. Kenny and an indeterminate number of shares of common stock already owned by Mr. Kenny to cover the required withholding taxes and transaction costs. All shares will be sold under the Trading Plan in the open market at prevailing market prices, subject to minimum price thresholds. Mr. Kenny will have no control over the actual timing of the stock sales under the Trading Plan. Sales pursuant to the Trading Plan are expected to begin as early as April 23, 2013 and will terminate no later than February 11, 2014, unless terminated sooner in accordance with the Trading Plan’s terms.

All stock sales under the Trading Plan will be disclosed publicly in accordance with applicable securities laws, rules and regulations through appropriate filings with the U.S. Securities and Exchange Commission.

The Company does not undertake to report other Rule 10b5-1 plans that may be adopted by any of its officers or directors in the future, or to report any modifications or termination of any publicly announced plan or to report any plan adopted by an employee who is not an executive officer, except to the extent required by law.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 6, 2013


By:   /s/ Laurence L. Betterley
  Laurence L. Betterley
  Chief Financial Officer