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SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* BELINFANTI GREGORY (Last) (First) (Middle) C/O ARTHROCARE CORPORATION 7000 W WILLIAM CANNON BLDG ONE (Street) AUSTIN TX 78735 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ARTHROCARE CORP [ ARTC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/29/2014
	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	05/29/2014		M		17,021	A	(1)	17,021	I	One Equity Partners III, L.P. (See Footnote 8)
Common Stock	05/29/2014		M		3,728	A	(1)	20,749	I	One Equity Partners III, L.P. (See Footnote 8)
Common Stock	05/29/2014		M		3,213	A	(1)	23,962	I	One Equity Partners III, L.P. (See Footnote 8)
Common Stock	05/29/2014		M		4,312	A	(1)	28,274	I	One Equity Partners III, L.P. (See Footnote 8)
Common Stock	05/29/2014		M		3,300	A	(1)	31,574	I	One Equity Partners III, L.P. (See Footnote 8)
Common Stock	05/29/2014		D		31,574	D	(2)	0	I	One Equity Partners III, L.P. (See Footnote 8)

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
Restricted Stock Units	(1)	05/29/2014		M			17,021	(3)	(3)	Common Stock	17,021	$0	14,553	I(8)	One Equity Partners III, L.P. (See Footnote 8)
Restricted Stock Units	(1)	05/29/2014		M			3,728	(4)	(4)	Common Stock	3,728	$0	10,825	I(8)	One Equity Partners III, L.P. (See Footnote 8)
Restricted Stock Units	(1)	05/29/2014		M			3,213	(5)	(5)	Common Stock	3,213	$0	7,612	I(8)	One Equity Partners III, L.P. (See Footnote 8)
Restricted Stock Units	(1)	05/29/2014		M			4,312	(6)	(6)	Common Stock	4,312	$0	3,300	I(8)	One Equity Partners III, L.P. (See Footnote 8)
Restricted Stock Units	(1)	05/29/2014		M			3,300	(7)	(7)	Common Stock	3,300	$0	0	I(8)	One Equity Partners III, L.P. (See Footnote 8)

Explanation of Responses:

1. Each restricted stock unit converts into one share of ArthoCare Corporation (the "Issuer") common stock.

2. Disposed of pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 2, 2014, by and among the Issuer, Smith & Nephew, Inc., a Delaware corporation ("Smith & Nephew"), Rosebud Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Smith & Nephew, and Smith & Nephew plc, an English public limited company in exchange for $48.25 per share in cash on the effective date of the merger.

3. On December 16, 2009, the reporting person was granted 17,021 restricted stock units, with an initial 20.00% of such award vesting on September 1, 2010 and 20.00% of such award vesting on each of the successive four anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement.

4. On May 12, 2010, the reporting person was granted 3,728 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on March 12, 2011 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date.

5. On May 12, 2011, the reporting person was granted 3,213 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on May 12, 2012 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement.

6. On May 24, 2012, the reporting person was granted 4,312 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on May 24, 2013 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement.

7. On May 22, 2013, the reporting person was granted 3,300 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on May 22, 2014 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement.

8. The Reporting Person is an officer of OEP AC Holdings, LLC, a Delaware limited liability company ("OEP"). The managing member of OEP is One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP III"), of which the sole general partner is OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP III"), of which the sole general partner is OEP Parent, LLC, a Delaware limited liability company ("OEP Parent"), of which the sole member is OEP Holding Corporation, a Delaware corporation ("OEP Holding"), of which the sole stockholder is JPMorgan Capital Corporation, a Delaware corporation ("JPM CC"), of which the sole stockholder is Banc One Financial LLC, a Delaware limited liability company ("BOF LLC"), of which the sole member is JPMorgan Chase & Co., a Delaware corporation. The Reporting Person holds these restricted stock units for the benefit of OEP III.

Remarks:

The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

	/s/ Gregory A. Belinfanti	06/03/2014
	** Signature of Reporting Person	Date
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