UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MEDWAVE, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
585081102
(CUSIP Number)
William D. Corneliuson
777 East Wisconsin Avenue, Suite 3020, Milwaukee, Wisconsin 53202,
(414) 291-7400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 17, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that Section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. 585081102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Corneliuson - ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
300,100
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
300,100
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 relates to the Common Stock, no par value
("Common Stock") of Medwave, Inc. (the "Company"), 1410 Energy Park Drive,
Suite 6, St. Paul, Minnesota 55108. This Amendment is filed by
William D. Corneliuson, 777 East Wisconsin Avenue, Suite 3020, Milwaukee,
Wisconsin 53202.
Item 3. Source and Amount of Funds or other consideration
Item 3 of the original statement is hereby amended in its
entirety to read as follows:
William D. Corneliuson acquired 50,600 shares reported
hereby with approximately $530,800 of his personal funds.
Item 5. Interest in Securities of the Issuer
Item 5 of the original statement is hereby amended in its
entirety to read as follows:
(a) Number of Shares/Percentage of Class Beneficially
Owned. William D. Corneliuson beneficially owns a total of
300,100 shares of the Company's Common Stock representing
approximately 6.2% of the outstanding shares of Common Stock
based on 4,822,738 shares of Common Stock outstanding as of
November 30, 1997 as indicated by the Company's Form 10-Q for
the quarter ended October 31, 1997.
(b) Nature of Ownership. Mr. Corneliuson has sole power
to vote and direct the disposition of all of the reported
shares.
(c) Recent Transactions. William D. Corneliuson purchased
48,600 shares of Common Stock at $10.50 per share on
December 17, 1997 and 2,000 shares of Common Stock at $10.25 per
share on October 22, 1997 through the Nasdaq small cap market.
(d) Rights to Dividends or Proceeds. None.
(e) Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
December 24, 1997 /s/ William D. Corneliuson
Date Signature
William D. Corneliuson
Name/Title
