Form 3 BELINFANTI GREGORY For: Sep 01 (10K)

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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1. Name and Address of Reporting Person^*

BELINFANTI GREGORY

(Last)

(First)

(Middle)

C/O ARTHROCARE CORPORATION, 7500 RIALTO BLVD, BUILDING TWO, STE 100

(Street)

AUSTIN

78735

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2009

3. Issuer Name and Ticker or Trading Symbol
ARTHROCARE CORP [ARTC]

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 Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

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 Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A 3.00% Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,820,357 ⁽²⁾	$ 15 ⁽³⁾	I ⁽⁴⁾	By OEP AC Holdings, LLC ⁽²⁾

Explanation of Responses:
1. The Series A 3.00% Convertible Preferred Stock is convertible at any time, at the holder's election subject to the terms and conditions of the Securities Purchase Agreement between ArthroCare Corporation and OEP AC Holdings, LLC, dated August 14, 2009 (including without limitation the holder's agreement not to convert any of its Series A 3.00% Convertible Preferred Stock until the earlier of September 1, 2010 and the occurrence of a Reorganization Event (as such term is defined in the Certificate of Designations)), and the Certificate of Designations governing the Series A 3.00% Convertible Preferred Stock, and has no expiration date.
2. OEP AC Holdings, LLC is the direct owner of 75,000 shares of Series A 3.00% Convertible Preferred Stock, which after giving effect to the make-whole adjustment described in the Certificate of Designations, are convertible into approximately 5,820,357 shares of Common Stock.
3. The Series A 3.00% Convertible Preferred Stock is convertible into shares of Common Stock at a rate of 66.667 shares of Common Stock per $1,000 of liquidation preference of the Series A 3.00% Convertible Preferred Stock, subject to anti-dilution adjustments, representing an initial conversion price of $15.00 per share of Common Stock. If a conversion occurs prior to October 1, 2014, the number of shares of Common Stock received upon conversion is increased as a result of the make-whole adjustment described in the Certificate of Designations.
4. These securities are held directly by OEP AC Holdings, LLC, a Delaware limited liability company ("OEP"). The managing member of OEP is One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP III"), of which the sole general partner is OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP III"), of which the sole general partner is OEP Holding Corporation, a Delaware corporation ("OEP Holding"), of which the sole stockholder is Bank One Investment Corporation, a Delaware corporation ("BOI"), of which the sole stockholder is JP Morgan Capital Corporation, a Delaware corporation ("JPM CC"), of which the sole stockholder is Banc One Financial LLC, a Delaware limited liability company ("BOF LLC"), of which the sole member is JPMorgan Chase & Co., a Delaware corporation. The Reporting Person is an officer of OEP Holding Corporation.
Remarks: The�Reporting�Person�disclaims�beneficial�ownership�of�the�securities�reported�herein�except�to�the�extent�of�his�pecuniary�interest�therein.

	/s/ Gregory A. Belinfanti	09/10/2009
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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