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 *
MAXWELL ROBERT PATRICK
  2. Issuer Name and Ticker or Trading Symbol
UROPLASTY INC [UPI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
UROPLASTY, INC., 5420 FELTL ROAD
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2013
(Street)

MINNETONKA, MN 55343
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 12/10/2013   P   3,819 A $ 2.5 140,403 (1) D  
common stock 12/11/2013   S   3,819 (2) D $ 2.7 136,584 (1) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
non-qualified stock options $ 0.77             09/15/2009 09/14/2014 common stock 15,000   15,000 D  
non-qualified stock options $ 4.16             09/14/2011 09/13/2017 common stock 6,175   6,175 D  
non-qualified stock options $ 4.83             09/14/2012 09/13/2018 common stock 5,475   5,475 D  
non-qualified stock options $ 3.76             09/13/2013 09/12/2019 common stock 7,025   7,025 D  
non-qualifed stock option $ 3.46             09/12/2014 09/11/2020 common stock 8,625   8,625 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MAXWELL ROBERT PATRICK
UROPLASTY, INC.
5420 FELTL ROAD
MINNETONKA, MN 55343
  X      

Signatures

 Larry Bakeman   12/12/2013
**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 4,350 shares of restricted stock subject to risk of forfeiture that lapses on March 12, 2014 (six months after the grant date).
(2) The reporting person's purchase of 3,819 shares of the issuer's common stock reported herein was potentially in violation of the issuer's insider trading guidelines. In an effort to remedy any potential violation of the issuer's insider trading guidelines, the reporting person sold 3,819 shares of the issuer's common stock as reported herein. However, the reported purchase and sale were matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended. Accordingly, the reporting person has agreed to pay to the issuer $763.80, representing the full amount of the profit realized by the reporting person in connection with the short-swing transaction.
 
Remarks:
Signature is on behalf of Mr. Maxwell.

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