FORM 12b-25


Commission File Number               0-23837
(Check One):    o Form 10-K  o Form 20-F  o Form 11-K  x Form 10-Q 
  o Form 10-D  o Form N-SAR   o Form N-CSR   
For period ended: December 31, 2011

o  Transition Report on Form 10-K
o  Transition Report on Form 20-F
o  Transition Report on Form 11-K
o  Transition Report on Form 10-Q
o  Transition Report on Form N-SAR
For the transition period ended:  
Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:  

Full name of registrant:
SurModics, Inc.                                                            
Former name if applicable:
Address of principal executive office (street and number):
9924 West 74th Street                                                            
City, state and zip code:
Eden Prairie, Minnesota 55344                                                            

PART II.  RULE 12b-25(b) AND (c)
           If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate.)
(a)  the reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
(b)  the subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)  the accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

           State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
           The registrant’s Form 10-Q for the fiscal quarter ended December 31, 2011 (the “Form 10-Q”) cannot be filed within the prescribed time period without unreasonable effort and expense because the registrant has not yet completed the preparation of its amended Annual Report on Form 10-K/A for the fiscal year ended September 30, 2011.  On February 6, 2012, the registrant disclosed on a Current Report on Form 8-K that it would amend its Annual Report on Form 10-K for the fiscal year ended September 30, 2011, to restate its consolidated financial statements and related disclosures.  The registrant expects to file an amended Annual Report on Form 10-K/A to allow it to file the Form 10-Q on or before the prescribed due date pursuant to this Form 12b-25.
(1)  Name and telephone number of person to contact in regard to this notification
Timothy J. Arens
(area code)
(telephone number)
           (2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If the answer is no, identify report(s).
þ  Yes     o No

           (3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
¨ Yes     þ No
           If so, attach an explanation of the anticipated changes, both narratively and quantitatively, and if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
(name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date   February 9, 2012 By   /s/ Timothy J. Arens
  Timothy J. Arens
  Vice President, Finance and interim Chief Financial Officer
Instruction.  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).