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 *
Martin David
   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
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
651 CAMPUS DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
11/17/2010
(Street)

ST. PAUL, MN 55112		 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 11/17/2010   S(1)   13,170 D $ 8.9685 (2) 265,947 D  

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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
Stock Option (right to buy) $ 8.83               (3) 07/16/2016 Common Stock 71,170   71,170 D  
Stock Option (right to buy) $ 8.83               (3) 08/14/2016 Common Stock 38,820   38,820 D  
Stock Option (right to buy) $ 8.83               (3) 02/14/2017 Common Stock 349,380   349,380 D  
Stock Option (right to buy) $ 7.9               (3) 06/11/2017 Common Stock 90,580   90,580 D  
Stock Option (right to buy) $ 12.15               (4) 12/11/2017 Common Stock 242,625   242,625 D  
Stock Option (right to buy) $ 8.75               (5) 03/01/2019 Common Stock 32,350   32,350 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Martin David
651 CAMPUS DRIVE
ST. PAUL, MN 55112		   X     President and CEO  

Signatures

 /s/ John R. Remakel as Attorney-in-Fact for David L. Martin pursuant to Power of Attorney previously filed.   11/19/2010
**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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 27, 2009, as modified on August 30, 2010.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.83 to $9.09 inclusive. The reporting person undertakes to provide Cardiovascular Systems, Inc., any security holder of Cardiovascular Systems, Inc. or the staff of the Securities and Exchange Comission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3) Fully exercisable.
(4) Exercisable: 121,313 on 2/25/10 and 121,312 on 2/25/11.
(5) Exercisable: 16,175 on 3/2/10 and 3/2/11.

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