FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SIMPSON JOHN B PH D MD

(Last) (First) (Middle)
C/O EV3 INC.
9600 54TH AVENUE NORTH, SUITE 100

(Street)
PLYMOUTH MN 55442

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ev3 Inc. [ evvv ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chair & Chief Scientist
3. Date of Earliest Transaction (Month/Day/Year)
10/04/2007
4. If Amendment, Date of 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
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 10/04/2007 A 5,808,172 A (1) 5,808,172 I(2) By Simpson Family Trust
Common Stock 10/04/2007 A 716,285 A (3) 716,285 I(4) by JD Simpson Trust No. 2
Common Stock 10/04/2007 A 262,062 A (5) 262,062 I(6) By Fox Hollow, L.P.
Common Stock 10/04/2007 A 293,617 A (7) 293,617 I by John Bush Simpson Annuity Trust
Common Stock 10/04/2007 A 293,617 A (7) 293,617 I by Rita Lynn Simpson Annuity Trust
Common Stock 10/04/2007 A 291,780 A (8) 291,780 I by John Bush Simpson Annuity Trust 3
Common Stock 10/04/2007 A 291,780 A (8) 291,780 I by Rita Lynn Simpson Annuity Trust 3
Common Stock 10/04/2007 A 48,183 A (9) 48,183 I By Spouse
Common Stock 10/04/2007 A 484 A (10) 484 D
Common Stock 10/04/2007 A 16,447(11) A $0 16,447 D
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 Securities Underlying Derivative Security (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: 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
Employee Stock Option (right to buy) $12.94 10/04/2007 A 80,900 (12) 04/10/2017 Common Stock 80,900 (13) 80,900 D
Restricted Stock Units with Performance Based Vesting $0 10/04/2007 A 40,450 (14) (14) Common Stock 40,450 (15) 40,450 D
Employee Stock Option (right to buy) $16.64 10/04/2007 A 37,500 (16) 10/04/2017 Common Stock 37,500 $0 37,500 D
Explanation of Responses:
1. Received in exhcnage for 4,005,636 shares of FoxHollow Technologies, Inc. ("FoxHollow") common stock in connection with the merger of a wholly-owned subsidiary of ev3 Inc. ("ev3") with and into FoxHollow (the "Merger"). Each shares of the reporting person's FoxHollow shares was exchanged for 1.45 shares of ev3 common stock and $2.75 per share in cash without interest in connetion with the Merger (the "Merger Consideration").
2. These shares are held by the Simpson Family Trust, of which Dr. Simpson serves as a trustee. Dr. Simpson disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
3. Received in exchange for 493,990 shares of FoxHollow common stock in connection with the Merger. Each share of the reporting person's FoxHollow shares was exchagned for the Merger Consideration.
4. These shares are held by the JD Simpson Trust No. 2, of which Dr. Simpson serves as a trustee. The shares are held in a trust for the benefit of Dr. Simpson's son, of which Dr. Simpson serves as a trustee. Dr. Simpson disclaims beneficial ownership of these shares, and the filing of this report is not an admission that Dr. Simpson is a beneficial owner of these shares for purposes of Section 16 or for any other purpose.
5. Received in exchange for 180,733 shares of FoxHollow common stock in connection with the Merger. Each share of the reporting person's FoxHollow shares was exchanged for the Merger Consideration.
6. These shares are held by FoxHollow, L.P., a California Limited Partnership, of which Dr. Simpson serves as a managing member. Dr. Simpson disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
7. Received in exchange for 202,495 shares of FoxHollow common stock in connection with the Merger. Each share of the reporting person's FoxHollow shares was exchanged for the Merger Consideration.
8. Received in exchange for 201,228 shares of FoxHollow common stock in connection with the Merger. Each share of the reporting person's FoxHollow shares was exchanged for the Merger Consideration.
9. Received in exchange for 33,230 shares of FoxHollow common stock in connection with the Merger. Each share of the reporting person's FoxHollow shares was exchanged for the Merger Consideration.
10. Received in exchange for 334 shares of FoxHollow common stock in connection with the Merger. Each share of the reporting person's FoxHollow shares was exchanged for the Merger Consideration.
11. These shares were issued pursuant to a restricted stock grant under the ev3 Inc. Amended and Restated 2005 Stock Incentive Plan, such shares vest over time and are subject to forfeiture until vested.
12. This option becomes exercisable as to 1/2 of the shares on March 6, 2008 and 1/24 of the remaining shares vest and become exercisable each month thereafter for 24 months.
13. Received in the Merger in exchange for an employee stock option to acquire 50,000 shares of FoxHollow common stock for an exercise price of $20.94 per share.
14. The restricted stock unit will vest with respect to 50% of the unvested shares on October 4, 2007 and with respect to the remaining unvested shares on October 4, 2008.
15. Received in the Merger in exchange for a restricted stock unit to acquire 41,250 shares of FoxHollow common stock.
16. This option becomes exercisable as to 1/4 of the shares on October 4, 2008 and 1/36 of the remaining shares vest and become exercisable each month thereafter for 36 months.
/s/ John B. Simpson, Ph.D. 10/09/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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