FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Franklin William 		2. Issuer Name and Ticker or Trading Symbol

VNUS MEDICAL TECHNOLOGIES INC [ VNUS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP, Reg. Affairs & Qual Assur
(Last)          (First)          (Middle)

C/O VNUS MEDICAL TECHNOLOGIES, INC., 5799 FONTANOSO WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/17/2009
(Street)

SAN JOSE, CA 95138
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/17/2009     U    4500   (1) D $29.00   5500   D    
Common Stock   6/17/2009     A    6000   (2) A $0.00   11500   D    
Common Stock   6/17/2009     D    6000   (2) D $29.00   5500   D    
Common Stock   6/17/2009     D    5500   (3) D $29.00   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Units     (4) 6/17/2009     D  (5)       4500   (5)     (6)   (6) Common Stock   4500   $0.00   0   D    
Restricted Stock Units     (4) 6/17/2009     D  (5)       2250   (5)     (7)   (7) Common Stock   2250   $0.00   0   D    
Restricted Stock Units     (4) 6/17/2009     D  (5)       7500   (5)     (8)   (8) Common Stock   7500   $0.00   0   D    
Employee Stock Options (right to buy)   $12.21   6/17/2009     D  (9)       42500   (9)     (10) 5/18/2017   Common Stock   42500   $0.00   0   D    

Explanation of Responses:
( 1)  These shares were tendered to Covidien Delaware Corp. (the "Purchaser") pursuant to Purchaser's offer to purchase all of the outstanding shares of VNUS Medical Technologies, Inc. (the "Issuer") at a cash purchase price of $29.00 per share, without interest thereon, and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on May 18, 2009 (the "Tender Offer") and the Agreement and Plan of Merger, dated as of May 7, 2009, by and among Covidien Group S.a.r.l., the Purchaser and the Issuer (the "Merger"). Such shares were purchased by the Purchaser pursuant to the Tender Offer on June 17, 2009.
( 2)  Represents restricted stock units that were awarded to the Reporting Person on February 13, 2009, with the vesting of such restricted stock units subject to the achievement during 2009 of certain performance objectives, as determined by the Compensation Committee of the Board of Directors of the Issuer. Accordingly, the grant of these restricted stock units was not reported on Form 4. At the effective time of the Merger, these restricted stock units vested in full and were canceled in exchange for the right to receive a cash payment of $29.00 for each share into which the vested restricted stock units would otherwise be convertible (without interest and less any applicable withholding taxes).
( 3)  Represents restricted stock units that vested in full and were canceled at the effective time of the Merger in exchange for the right to receive a cash payment of $29.00 for each share into which the vested restricted stock units would otherwise be convertible (without interest and less any applicable withholding taxes).
( 4)  Prior to the effective time of the Merger, the Reporting Person was entitled to receive one (1) share of common stock for each one (1) restricted stock unit.
( 5)  These restricted stock units vested in full and were canceled at the effective time of the Merger in exchange for the right to receive a cash payment of $29.00 for each share into which the vested restricted stock units would otherwise be convertible (without interest and less any applicable withholding taxes).
( 6)  Prior to the effective time of the Merger, the restricted stock units were scheduled to vest in four (4) successive and equal annual installments measured from January 1, 2008.
( 7)  Prior to the effective time of the Merger, the restricted stock units were scheduled to vest in four (4) successive and equal annual installments measured from March 3, 2008.
( 8)  Prior to the effective time of the Merger, the restricted stock units were scheduled to vest in four (4) successive and equal annual installments measured from April 2, 2007.
( 9)  These options were canceled at the effective time of the Merger in exchange for a cash payment of $713,575.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
( 10)  Prior to the effective time of the Merger, the shares subject to these options were scheduled to vest over four years, with 25% of the shares vesting on April 2, 2008, and 1/36th of the shares vesting monthly thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Franklin William
C/O VNUS MEDICAL TECHNOLOGIES, INC.
5799 FONTANOSO WAY
SAN JOSE, CA 95138

VP, Reg. Affairs & Qual Assur

Signatures
/s/ Cindee Van Vleck, Attorney-in-Fact for William Franklin 6/17/2009
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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