exv4w1






Exhibit 4.1








	THIS CERTIFICATE IS TRANSFERABLE
IN SOUTH SAINT PAUL, MN
“...advancing, refining, and
improving cardiac surgery”
SEE REVERSE SIDE
FOR CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 49726K 10 5
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.01 PAR VALUE, OF
KIPS BAY MEDICAL, INC.
transferable on the books of the Corporation by the holder hereof in person or by Attorney
upon surrender of this certificate properly endorsed. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registar.
IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by facsimile
signatures of its duly authorized officers. COMMON
Dated:
Michael Winegar
Vice President/COO
Manny Villafana  ̃
Chairman/CEO
Countersigned and Registered
WELLS FARGO BANK
(Transfer Agent and Registar) By: Authorized Signature
NOCORPOR
ATE SEAL





 









 




THE BOARD OF THIS CORPORATION HAS THE AUTHORITY TO CREATE AND DETERMINE THE RELATIVE
RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK OTHER THAN COMMON
STOCK. THIS CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON WRITTEN REQUEST SENT TO ITS
PRINCIPAL EXECUTIVE OFFICES, AND WITHOUT CHARGE, A FULL STATEMENT OF THE BOARD’S AUTHORITY TO
CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF
CAPITAL STOCK AS WELL AS THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF
THE SHARES OF EACH CLASS OR SERIES THEN OUTSTANDING OR AUTHORIZED TO BE ISSUED.




      



The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:




	 	 	 	 	 	 	 

	TEN COM
	 	–	 	as tenants in common	 	UTMA –                      Custodian                     
	 
	 	 	 	 	 	(Cust)               
           (Minor)     
	TEN ENT
	 	–	 	as tenants by entireties	 	under Uniform Transfers to Minors    
	 
	 	 	 	 	 	 
	JT TEN
	 	–	 	as joint tenants with right of survivorship
and not as tenants in common	 	Act               
                
                
              

(State)            
            






Additional abbreviations may also be used though not in above list.




 




For
value received ___ hereby sell, assign, and transfer unto




	 	 	 

	PLEASE INSERT SOCIAL SECURITY OR OTHER
	 	 
	IDENTIFYING NUMBER OF ASSIGNEE
	 	 
	 

	 
	 
	 
	 
	 	 
	 




 



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)



 



 



          
               
             
              
             
             
             
             
   Shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint         
             
                 
                 
                   Attorney to transfer the said stock on the books of the
within-named Corporation with full power of substitution in the premises.




	 	 	 

	Dated                     
	 	X
	 
	 	 
	 
	 	 
	 
	 	X
	 
	 	 
	 
	 	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.






SIGNATURE GUARANTEED








ALL GUARANTEES MUST BE MADE BY A
FINANCIAL INSTITUTION (SUCH AS A BANK OR
BROKER) WHICH IS A PARTICIPANT IN THE
SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM (“STAMP”), THE NEW YORK STOCK
EXCHANGE, INC. MEDALLION SIGNATURE
PROGRAM (“MSP”), OR THE STOCK EXCHANGES
MEDALLION PROGRAM (“SEMP”) AND MUST NOT
BE DATED. GUARANTEES BY A NOTARY PUBLIC
ARE NOT ACCEPTABLE.