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 *
  HOUSATONIC EQUITY INVESTORS LP/MA
 2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2006		 3. Issuer Name and Ticker or Trading Symbol
LEMAITRE VASCULAR INC [LMAT]
(Last)
(First)
(Middle)
44 MONTGOMERY STREET, SUITE 4010		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94104		 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 113,798
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
Stock Option (Right to Buy) 07/31/2000(1) 06/30/2010 Common Stock 2,000 $ 3.625 D  
Stock Option (Right to Buy) 05/17/2002(1) 05/16/2012 Common Stock 3,500 $ 7.03 D  
Stock Option (Right to Buy) 05/30/2003(1) 05/29/2013 Common Stock 3,500 $ 7.86 D  
Stock Option (Right to Buy) 01/27/2005(1) 01/26/2015 Common Stock 1,503 $ 10.45 D  
Stock Option (Right to Buy) 07/20/2005(1) 07/19/2015 Common Stock 1,327 $ 11.3 D  
Stock Option (Right to Buy) 04/26/2006(2) 04/25/2013 Common Stock 8,170 $ 12.37 D  
Series A Preferred Stock   (3)   (3) Common Stock 63,731 (4) $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOUSATONIC EQUITY INVESTORS LP/MA
44 MONTGOMERY STREET, SUITE 4010
SAN FRANCISCO, CA 94104		     X    

Signatures

/s/ Aaron M. Grossman Attorney-in-Fact 10/18/2006
**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) This option is exercisable and vests over a five year period at a rate of 20% after one year of service from the date listed on the table, and the balance vesting in equal annual installments over the remaining 4 years. These options shall continue to vest as described above to the extent a representative of Housatonic Equity Investors, L.P. continues to perform services for the Company.
(2) This option is exercisable and vests over a three year period at a rate of 33 1/3% after one year of service from the date listed on the table, and the balance vesting in equal annual installments over the remaining 2 years. These options shall continue to vest as described above to the extent a representative of Housatonic Equity Investors, L.P. continues to perform services for the Company.
(3) The preferred stock is convertible at any time, at the holder's election, and automatically upon consummation of the Issuer's Initial Public Offering, on a twenty-for-one basis and has no expiration date.
(4) The shares listed on the table will convert into 1,274,620 shares of common stock at the holder's election and automatically upon the consummation of the Issuer's Initial Public Offering.
 
Remarks:
Exhibit Index



Exhibit 24 - Power of Attorney

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