UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-Q/A

Amendment No. 1







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2011

Commission File Number: 001-33151





HANSEN
MEDICAL, INC.

(Exact name of registrant as specified in its charter)







|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 14-1850535                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

800 East Middlefield Road, Mountain View, CA 94043

(Address of Principal Executive Offices)

(650) 404-5800

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No   x

The number of shares outstanding of the registrants common stock as of July 29, 2011 was 54,883,725.









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EXPLANATORY NOTE

Hansen Medical, Inc. (the Company) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 with the
Securities and Exchange Commission on August 8, 2011 (the Form 10-Q). This Form 10-Q/A Amendment No. 1 (Amendment No. 1) is being filed to amend the aforementioned Quarterly Report on Form 10-Q as an
exhibit-only filing in response to comments received from the staff of the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibit 10.77 originally filed with the Form 10-Q. This Amendment
No. 1 amends and restates the exhibit index included in Part II, Item 6 of the Form 10-Q.

The Form 10-Q has not
been updated other than for the change to Part II, Item 6 indicated above. No other items included in the Form 10-Q have been amended, and such items remain in effect as of the filing date of the Form 10-Q. This Amendment No. 1 does not
purport to provide an update or a discussion of any developments at the Company subsequent to the original filing date of the Form 10-Q.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed herewith as
exhibits to this Amendment No. 1.



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PART II  OTHER INFORMATION

ITEM 6. EXHIBITS



|              |  |                                                                                                                                                                                                                      
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                          
|              | 
|3.1(1)        |  | Amended and Restated Certificate of Incorporation of the Registrant.                                                                                                                                                 
|              | 
|3.2(2)        |  | Amended and Restated Bylaws of the Registrant.                                                                                                                                                                       
|              | 
|4.1(3)        |  | Specimen Common Stock Certificate.                                                                                                                                                                                   
|              | 
|4.2(3)        |  | Amended and Restated Investor Rights Agreement, dated November 10, 2005, between the Registrantand certain of its stockholders.                                                                                      
|              | 
|10.77** ++    |  | Amendment No. 3 to Development and Supply Agreement by and between the Registrant and Luna Innovations Incorporated, dated as of May 18, 2011.                                                                       
|              | 
|10.78         |  | Amendment to Secured Promissory Note and Payoff Letter by and between the Registrantand Luna Innovations Incorporated, dated as of May 18, 2011.                                                                     
|              | 
|10.79         |  | Termination of Security Interest in Trademarks and Patents, dated as of May 18, 2011,terminating the Security Agreement by and between the Registrant and Luna
InnovationsIncorporated, dated as of January 12, 2010.
|              | 
|10.80+        |  | Offer Letter by and between the Registrant and Peter Mariani, dated as of May 31, 2011.                                                                                                                              
|              | 
|10.81+        |  | Non-Plan Option Agreement by and between the Registrant and Peter Mariani, dated as ofJune 20, 2011.                                                                                                                 
|              | 
|31.1 ++       |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-OxleyAct of 2002.                                                                                                               
|              | 
|31.2++        |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-OxleyAct of 2002.                                                                                                               
|              | 
|32.1*         |  | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-OxleyAct of 2002.                                                                                                               
|              | 
|32.2*         |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-OxleyAct of 2002.                                                                                                               
|              | 
|101.INS       |  | XBRL Instance Document                                                                                                                                                                                               
|              | 
|101.SCH       |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                              
|              | 
|101.CAL       |  | XBRL Taxonomy Calculation Linkbase Document                                                                                                                                                                          
|              | 
|101.LAB       |  | XBRL Taxonomy Label Linkbase Document                                                                                                                                                                                
|              | 
|101.PRE       |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                               



|(1) | Previously filed as an exhibit to Registrants Annual Report on Form 10-K, filed on March 28, 2007 and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|(2) | Previously filed as an exhibit to Registrants Current Report on Form 8-K, filed on February 16, 2007 and incorporated herein by reference.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Previously filed as an exhibit to Registrants Registration Statement on Form S-1, as amended, originally filed on August 16, 2006 and incorporated herein by
reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|+ | Indicates management contract or compensatory plan.
|- | ---------------------------------------------------

|++ | Filed herewith.
|-- | ---------------

|* | The certifications in Exhibits 32.1 and 32.2 that accompanied the prior filing of this Quarterly Report on Form 10-Q are not deemed filed with the
Securities and Exchange Commission and are not to be
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | incorporated by reference into any filing of Hansen Medical, Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of this Form 10-Q/A),
irrespective of any general incorporation language contained in such filing.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Confidential treatment has been requested with respect to certain portions of this exhibit.
|-- | -------------------------------------------------------------------------------------------



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SIGNATURES

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, thereunto duly authorized.



|                       |  |     |  |                                             
|---------------------- |  | --- |  | --------------------------------------------
|Dated: October 5, 2011 |  | By: |  | /s/ BRUCE J BARCLAY                         
|                       |  |     |  | Bruce J Barclay                             
|                       |  |     |  | Chief Executive Officer                     
|                       |  |     |  | (Principal Executive Officer)               
|                       |  |    
|Dated: October 5, 2011 |  | By: |  | /s/ PETER J. MARIANI                        
|                       |  |     |  | Peter J. Mariani                            
|                       |  |     |  | Chief Financial Officer                     
|                       |  |     |  | (Principal Financial and Accounting Officer)



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