SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* DAUWALTER JAMES E (Last) (First) (Middle) BIODRAIN MEDICAL INC. 2060 CENTRE POINTE BLVD., SUITE 7 (Street) MENDOTA HEIGHTS MN 55120 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/19/2009	3. Issuer Name and Ticker or Trading Symbol BioDrain Medical, Inc. [ BIOR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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)
Common Stock	771,429	D
Common Stock	50,000	I	By Familial Relationship(1)

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: 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
Option to purchase common stock	08/11/2008	08/11/2013	Common Stock	10,000	0.35	I	By Familial Relationship(2)
Option to purchase common stock	04/15/2009	08/11/2013	Common Stock	10,000	0.35	I	By Familial Relationship(2)
Option to purchase common stock	05/30/2009	08/11/2013	Common Stock	10,000	0.35	I	By Familial Relationship(2)
Option to purchase common stock	(3)	08/11/2013	Common Stock	20,000	0.35	I	By Familial Relationship(2)
Warrant to purchase common stock	08/02/2008	07/02/2011	Common Stock	571,429	0.46	D
Warrant to purchase common stock	04/30/2009	04/29/2012	Common Stock	200,000	0.65	D

Explanation of Responses:

1. These shares are held by David Dauwalter, the adult son of James Dauwalter and an employee of BioDrain Medical, Inc. James Dauwalter disavows any beneficial interest in the shares.

2. The option shares are held by David Dauwalter, the adult son of James Dauwalter and an employee of BioDrain Medical, Inc. James Dauwalter disavows any beneficial interest in the shares.

3. Exercisable only upon achieving certain performance conditions and are, therefore, not exercisable within 60 days.

	/s/ James Dauwalter	12/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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