Edgar Filing: COMPEX TECHNOLOGIES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

GOODPASTER GARY M

2. Issuer Name and Ticker or Trading Symbol
COMPEX TECHNOLOGIES INC [CMPX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
V.P. Sales Operations

(Last)

(First)

(Middle)

1811 OLD HIGHWAY 8

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2006

(Street)

NEW BRIGHTON, MN 55112

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2006		D		10,664 ⁽¹⁾	D	$ 0 ⁽²⁾	0	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 3.5

02/24/2006

1,250

08/25/2000

02/24/2006⁽³⁾

Common Stock

1,500

$ 0 ⁽³⁾

Employee Stock Option (Right to Buy)

$ 2.5

02/24/2006

5,000

10/25/2001

02/24/2006⁽³⁾

Common Stock

5,000

$ 0 ⁽³⁾

Employee Stock Option (Right to Buy)

$ 2.39

02/24/2006

11,250

09/21/2002

02/24/2006⁽³⁾

Common Stock

11,250

$ 0 ⁽³⁾

Employee Stock Option (Right to Buy)

$ 3.501

02/24/2006

15,000

09/05/2003

02/24/2006⁽³⁾

Common Stock

15,000

$ 0 ⁽³⁾

Employee Stock Option (Right to Buy)

$ 6.61

02/24/2006

40,000

09/01/2004

02/24/2006⁽³⁾

Common Stock

40,000

$ 0 ⁽³⁾

Employee Stock Option (Right to Buy)

$ 6.15

02/24/2006

10,000

06/02/2005

02/24/2006⁽³⁾

Common Stock

10,000

$ 0 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOODPASTER GARY M 1811 OLD HIGHWAY 8 NEW BRIGHTON, MN 55112			V.P. Sales Operations

Signatures

Gary M. Goodpaster		03/02/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Includes 4,170 shares received in 2004, 2005 and 2006 under the Company's Employee Stock Purchase Plan.
(2)	Disposed of pursuant to merger agreement between issuer and Encore Medical Corporation in exchange for 14,935 shares of Encore common stock.
(3)	These options were assumed by Encore in the merger and replaced with options to purchase the number of shares of Encore common stock equal to the number of shares of Compex common stock they represent multiplied by 1.40056, and at a price per Encore share equal to their original exercise price divided by 1.40056. All options became fully exercisable on the date of the merger.

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