Edgar Filing: LEMAITRE VASCULAR INC

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Jackson Michael C

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)

C/O LEMAITRE VASCULAR, INC.,Â 63 SECOND AVENUE

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)

BURLINGTON,Â MAÂ 01803

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	I	See Footnote ⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	07/31/2000⁽²⁾	06/30/2010	Common Stock	2,000	$ 3.625	I	See Footnote ⁽³⁾
Stock Option (Right to Buy)	05/17/2002⁽²⁾	05/16/2012	Common Stock	3,500	$ 7.03	I	See Footnote ⁽³⁾
Stock Option (Right to Buy)	05/30/2003⁽²⁾	05/29/2013	Common Stock	3,500	$ 7.86	I	See Footnote ⁽³⁾
Stock Option (Right to Buy)	01/27/2005⁽²⁾	01/26/2015	Common Stock	1,503	$ 10.45	I	See Footnote ⁽³⁾
Stock Option (Right to Buy)	07/20/2005⁽²⁾	07/19/2015	Common Stock	1,327	$ 11.3	I	See Footnote ⁽³⁾
Stock Option (Right to Buy)	04/26/2006⁽⁴⁾	04/25/2013	Common Stock	8,170	$ 12.37	I	See Footnote ⁽³⁾
Series A Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	63,731 ⁽⁶⁾	$ ⁽⁵⁾	I	See Footnote ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Jackson Michael C C/O LEMAITRE VASCULAR, INC. 63 SECOND AVENUE BURLINGTON,Â MAÂ 01803	Â X	Â X	Â	Â

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)	These shares are held by Housatonic Equity Investors, L.P. Housatonic Equity Partners I, LLC is the general partner of Housatonic Equity Investors, L.P., and Michael C. Jackson is a manager of Housatonic Equity Partners I, LLC and a limited partner of Housatonic Equity Investors, L.P. In such capacities the reporting person may be deemed to share voting and investment power with respect to the securities held of record by Housatonic Equity Investors, L.P. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and the reporting herein of such securities shall not be construed as an admission of beneficial ownership thereof for purposes of Section 16 or for any other purpose.
(2)	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.
(3)	These options are held by Housatonic Equity Investors, L.P. Housatonic Equity Partners I, LLC is the general partner of Housatonic Equity Investors, L.P., and Michael C. Jackson is a manager of Housatonic Equity Partners I, LLC and a limited partner of Housatonic Equity Investors, L.P. In such capacities the reporting person may be deemed to share voting and investment power with respect to the securities held of record by Housatonic Equity Investors, L.P. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and the reporting herein of such securities shall not be construed as an admission of beneficial ownership thereof for purposes of Section 16 or for any other purpose.
(4)	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.
(5)	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.
(6)	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.
Â Remarks: ExhibitÂ Index ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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