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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1. Name and Address of Reporting Person * HOLMAN SUSAN HARTJES   2. Issuer Name and Ticker or Trading Symbol UROPLASTY INC [UPI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr VP Operations & Regulatory (Last) (First) (Middle) UROPLASTY, INC, 5420 FELTL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 01/29/2014 (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 01/29/2014   A   12,500 A $ 2.65 325,180 (1) (2) (3) D   common stock 01/29/2014   A   40,000 A $ 0.85 365,180 (1) (2) (3) D   common stock 01/29/2014   S   52,500 D $ 4.5917 (6) 312,680 (1) (2) (3) 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

$ 5.19

02/02/2006

01/01/2015

common stock

100,000

100,000

D

non-qualified stock options

$ 2.65

01/29/2014

M

12,500

02/02/2008(4)

02/01/2014

common stock

12,500

$ 0

0

D

non-qualified stock options

$ 0.85

01/29/2014

M

40,000

06/05/2009(4)

06/04/2014

common stock

40,000

$ 0

0

D

non-qualified stock options

$ 4.94

06/08/2011(5)

06/07/2017

common stock

6,525

6,525

D

non-qualified stock option

$ 7.98

06/07/2012(5)

06/06/2018

common stock

4,100

4,100

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HOLMAN SUSAN HARTJES UROPLASTY, INC 5420 FELTL ROAD MINNETONKA, MN 55343			Sr VP Operations & Regulatory

Signatures

Larry E. Bakeman		01/30/2014
**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 1,275 shares of restricted stock subject to risk of forfeiture that will lapse June 8, 2014.
(2)	Includes 1,575 shares of restricted stock subject to risk of forfeiture that will lapse with respect to one half of such shares on June 7, 2014 and June 7, 2015 respectively.
(3)	Includes 9,825 shares of restricted stock subject to risk of forfeiture that lapses with respect to one third of such shares on each of the second, third and fourth anniversaries of the grant date (June 7, 2012).
(4)	Becomes exercisable with respect to one-third of the shares on such date, and an additional, cumulative one-third on the first and second anniversary of such date.
(5)	Becomes exercisable with respect to one-third of the shares on the first, second and third anniversaries of the grant date (the grant date being one year prior to such date).
(6)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.18 to $4.821 per share, inclusive. The reporting person undertakes to provide to Uroplasty, Inc., any security holder of Uroplasty, Inc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (6).
Remarks: Signature is on behalf of Susan Hartjes Holman

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