UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

AtriCure, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

04963C209

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

*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).

 

 

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This Amendment No. 1 to Schedule 13G (“Amendment No. 1) relating to AtriCure, Inc. (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13G filed with the Commission on December 31, 2005 (collectively, the “Schedule 13G). Capitalized terms used and not defined herein have the same meaning as in the Schedule 13G. Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13G.

Item 4. Ownership.

The third paragraph of Item 4(a) is hereby deleted and replaced in its entirety by the following paragraph:

Fund II-A is the holder of record of 969,225 shares of the Issuer’s Common Stock. Fund II-B is the holder of record of 57,496 shares of Issuer’s Common Stock.

Items 4(b) and 4(c) are hereby deleted and replaced in their entirety by the following:

     (b) Percent of class: All calculations of beneficial ownership percentages are based on the Issuer’s report of having 14,130,674 shares of Common Stock issued and outstanding as of November 14, 2007, on Issuer’s Form 10-Q filed on November 14, 2007 (incorporated herein by reference). The percentages of beneficial ownership reported herein reflect the beneficial ownership if each of the Reporting Persons is deemed to be the beneficial owner of all of the shares of Common Stock held of record by the Funds.

CPS II			7.3	%
Fund II-A			7.3	%
Fund II-B			7.3	%
Berkeley			7.3	%
Hughes			7.3	%
Johnston			7.3	%
Warnock			7.3	%

     (c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote
CPS II			0
Fund II-A			0
Fund II-B			0
Berkeley			0
Hughes			0
Johnston			0

Warnock			0
(ii) Shared power to vote or to direct the vote
CPS II			1,026,721
Fund II-A			1,026,721
Fund II-B			1,026,721
Berkeley			1,026,721
Hughes			1,026,721
Johnston			1,026,721
Warnock			1,026,721
(iii) Sole power to dispose or to direct the disposition of
CPS II			0
Fund II-A			0
Fund II-B			0
Berkeley			0
Hughes			0
Johnston			0
Warnock			0
(iv) Shared power to dispose or to direct the disposition of
CPS II			1,026,721
Fund II-A			1,026,721
Fund II-B			1,026,721
Berkeley			1,026,721
Hughes			1,026,721
Johnston			1,026,721
Warnock			1,026,721

Exhibits

     Exhibit 1 – Agreement regarding filing of joint Schedule 13G (attached).

     Exhibit 2 – Power of Attorney for Richard M. Berkeley (previously filed as Exhibit 4 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

     Exhibit 3 – Power of Attorney for Richard M. Johnston (previously filed as Exhibit 3 to Schedule 13G filed with respect to Pharmanetics, Inc. on May 12, 2003, incorporated herein by reference).

     Exhibit 4 – Power of Attorney for David L. Warnock (previously filed as Exhibit 2 to Schedule 13D/A filed with respect to Concorde Career Colleges, Inc. on February 25, 2003, incorporated herein by reference).

     Exhibit 5 – Form 10-Q (previously filed by AtriCure, Inc. on November 14, 2007, incorporated herein by reference).

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.

Dated: February 14, 2008

		Camden Partners Strategic Fund II-A, L.P.
		By:		Camden Partners Strategic II, LLC, its general partner
		/s/ Donald W. Hughes
		Name:		Donald W. Hughes
		Title:		Managing Member
		Camden Partners Strategic Fund II-B, L.P.
		By:		Camden Partners Strategic II, LLC, its general partner
		/s/ Donald W. Hughes
		Name:		Donald W. Hughes
		Title:		Managing Member
		Camden Partners Strategic II, LLC
		/s/ Donald W. Hughes
		Name:		Donald W. Hughes
		Title:		Managing Member

		Richard M. Berkeley
		/s/ Donald W. Hughes, Attorney-in-Fact
		Donald W. Hughes
		/s/ Donald W. Hughes
		Richard M. Johnston
		/s/ Donald W. Hughes, Attorney-in-Fact
		David L. Warnock
		/s/ Donald W. Hughes, Attorney-in-Fact