UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

AtriCure, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

04963C209
(CUSIP Number)

December 31, 2009
(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).

 

 

CUSIP No.		04963C209	13G

CUSIP No.		645526104	13G

CUSIP No.		645526104	13G

CUSIP No.		645526104	13G

CUSIP No.		645526104	13G

CUSIP No.		645526104	13G

CUSIP No.		645526104	13G

     This Amendment No. 2 to Schedule 13G (“Amendment No. 2”) 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 (as previously amended, 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. 2 does not modify any of the information previously reported on the Schedule 13G.

Item 4. Ownership.

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 15,313,491 shares of Common Stock issued and outstanding as of October 21, 2009, as reported by the issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2009. 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			6.8	%
Fund II-A			6.8	%
Fund II-B			6.8	%
Berkeley			6.8	%
Hughes			6.8	%
Johnston			6.8	%
Warnock			6.8	%

     (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

Page 9 of 12

          (ii) Shared power to vote or to direct the vote

CPS II			1,038,379
Fund II-A			1,038,379
Fund II-B			1,038,379
Berkeley			1,038,379
Hughes			1,038,379
Johnston			1,038,379
Warnock			1,038,379

          (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			1,038,379
Fund II-A			1,038,379
Fund II-B			1,038,379
Berkeley			1,038,379
Hughes			1,038,379
Johnston			1,038,379
Warnock			1,038,379

Page 10 of 12

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 16, 2010

		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