Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MAVERICK CAPITAL LTD
2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2008
3. Issuer Name and Ticker or Trading Symbol
CARDIOVASCULAR SYSTEMS INC [NO TICKER]
(Last)
(First)
(Middle)
300 CRESCENT COURT, 18TH FLOOR, 
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 72501
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock   (2)   (2) Common Stock 1,760,562 (5) $ 5.68 (2) I See footnote (1) (5)
Series A-1 Convertible Preferred Stock   (3)   (3) Common Stock 242,820 (6) $ 8.24 (3) I See footnote (1) (6)
Series B Convertible Preferred Stock   (4)   (4) Common Stock 109,169 (7) $ 9.16 (4) I See footnote (1) (7)
Stock Options 11/13/2007 11/12/2017 Common Stock 23,319 $ 7.36 I See footnote (9)
Stock Options 10/09/2007 10/08/2017 Common Stock 6,681 $ 5.11 I See footnote (9)
Stock Options   (10) 08/14/2011 Common Stock 60,000 $ 5.71 I See Footnote (9)
Warrants   (12) 09/12/2013 Common Stock 208,333 (8) $ 6 I See footnote (1) (8)
Warrants   (12) 07/19/2011 Series A Convertible Preferred Stock (2) 248,686 (11) $ 5.71 I See footnote (1) (11)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MAVERICK CAPITAL LTD
300 CRESCENT COURT, 18TH FLOOR
DALLAS, TX 72501
    X    
MAVERICK CAPITAL MANAGEMENT LLC
300 CRESCENT COURT, 18TH FLOOR
DALLAS, TX 72501
    X    
AINSLIE LEE S III
767 FIFTH AVENUE
11TH FLOOR
NEW YORK, NY 10153
    X    

Signatures

/s/ John T. McCafferty, Attorney-in-Fact 12/29/2008
**Signature of Reporting Person Date

/s/ John T. McCafferty, Attorney-in-Fact 12/29/2008
**Signature of Reporting Person Date

/s/ John T. McCafferty, Attorney-in-Fact 12/29/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Maverick Capital, Ltd. ("Maverick Capital") is a registered investment adviser under the Investment Advisers Act of 1940, as amended and acts as the investment manager for each of the portfolio funds that directly hold the reported securities. Maverick Capital Management, LLC ("Maverick") is the general partner of Maverick Capital. Lee S. Ainslie III is the manager of Maverick who is granted sole investment decision pursuant to Maverick's limited liability company regulations. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
(2) Each share of series A convertible preferred stock is convertible at any time at the holder's election into 1.01 shares of common stock and has no expiration date.
(3) Each share of series A-1 convertible preferred stock is convertible at any time at the holder's election into 1.03 shares of common stock and has no expiration date.
(4) Each share of series B convertible preferred stock is convertible at any time at the holder's election into 1.01 shares of common stock and has no expiration date.
(5) 774,280 shares of Series A Convertible Preferred Stock are held by Maverick Fund, L.D.C.; 312,594 shares of Series A Convertible Preferred Stock are held by Maverick Fund USA, Ltd.; and 673,688 shares of Series A Convertible Preferred Stock are held by Maverick Fund II, Ltd.
(6) 106,790 shares of Series A-1 Convertible Preferred Stock are held by Maverick Fund, L.D.C.; 43,113 shares of Series A-1 Convertible Preferred Stock are held by Maverick Fund. USA, Ltd.; and 92,917 shares of Series A-1 Convertible Preferred Stock are held by Maverick Fund II, Ltd.
(7) 48,012 shares of Series B Convertible Preferred Stock are held by Maverick Fund, L.D.C.; 19,383 shares of Series B Convertible Preferred Stock are held by Maverick Fund. USA, Ltd.; and 41,774 shares of Series B Convertible Preferred Stock are held by Maverick Fund II, Ltd.
(8) Warrants to acquire 91,623 shares of Common Stock are held by Maverick Fund, L.D.C.; Warrants to acquire 36,990 shares of Common Stock are held by Maverick Fund USA, Ltd.; and Warrants to acquire 79,720 shares of Common Stock are held by Maverick Fund II, Ltd.
(9) These Stock Options are held by Christina Wyskiel for the benefit of Maverick Fund, L.D.C., Maverick Fund USA, Ltd., and Maverick Fund II, Ltd. Ms. Wyskiel is an employee of an affiliate of Maverick Capital.
(10) These Stock Options are exercisable in three equal annual installments. The first installment became exercisable on August 15, 2007, the second installment became exercisable on August 15, 2008 and the final installment becomes exercisable on August 15, 2009.
(11) Warrants to acquire 109,370 shares of Series A Convertible Preferred Stock convertible into 109,947 shares of common stock are held by Maverick Fund, L.D.C.; Warrants to acquire 44,155 shares of Series A Convertible Preferred Stock convertible into 44,388 shares of common stock are held by Maverick Fund USA, Ltd.; and Warrants to acquire 95,161 shares of Series A Convertible Preferred Stock convertible into 95,663 shares of common stock are held by Maverick Fund II, Ltd.
(12) The Warrants are exercisable at any time at the holder's election.

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