SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: | 3235-0104
Estimated average burden
hours per response: | 0.5

1. Name and Address of Reporting Person ^*
Cohen Heather L

(Last) | (First) | (Middle)
105 ARLINGTON ROAD

(Street)
UTICA | NY | 13501

(City) | (State) | (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2008

3. Issuer Name and Ticker or Trading Symbol
CONMED CORP [ CNMD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| Director | | 10% Owner
X | Officer (give title below) | | Other (specify below)
VP-Corp HR & Deputy Gen. Couns

5. 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 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 | 2,570 | D |
Common Stock | 300 | I | spouse

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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Stock Options | 03/07/2003 | 03/07/2012 | Common Stock | 4,000 | 22.25 | D | |
Stock Options | 05/14/2003 | 05/14/2012 | Common Stock | 1,200 | 25.89 | D | |
Stock Options | 05/20/2004 | 05/20/2013 | Common Stock | 4,000 | 17.74 | D | |
Stock Options | 05/18/2005 | 05/18/2014 | Common Stock | 5,000 | 25.03 | D | |
Stock Options | 05/17/2006 | 05/17/2015 | Common Stock | 5,000 | 31.4 | D | |
RSUs (Restricted Stock Units) ^(1) | 05/16/2007^(1) | 05/16/2016^(1) | Common Stock | 600 | ^(3) | D | |
SARs (Stock Appreciation Rights) ^(2) | 05/16/2007^(2) | 05/16/2016^(2) | Common Stock | 2,500 | 19.93 | D | |
SARs (Stock Appreciation Rights) ^(2) | 05/17/2008^(2) | 05/17/2017^(2) | Common Stock | 2,500 | 29.92 | D | |
RSUs(Restricted Stock Units) ^(1) | 05/17/2008^(1) | 05/17/2017^(1) | Common Stock | 800 | ^(3) | D | |
SARs (Stock Appreciation Rights) ^(2) | 06/01/2009^(2) | 06/01/2018^(2) | Common Stock | 2,500 | 26.69 | D | |
RSUs (Restricted Stock Units) ^(1) | 06/01/2009^(1) | 06/01/2018^(1) | Common Stock | 1,000 | ^(3) | D | |
RSUs (Restricted Stock Units) ^(1) | 06/02/2009^(1) | 06/02/2018^(1) | Common Stock | 3,000 | ^(3) | D | |
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock, par value $0.01 per share of ConMed Corporation (the "Company") and will be subject to the terms and conditions of the Company's 2006 Stock Incentive Plan, with the RSUs vesting in equal amounts over a ten year period.
2. The stock appreciation rights ("SARs") were granted under the Company's 2006 Stock Incentive Plan and generally vest in equal amounts over a five year period.
3. The RSUs and SARs were granted at no cost to the Reporting Person
| Heather L. Cohen | 06/04/2008
| ** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.