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 * Cooney David J   2. Issuer Name and Ticker or Trading Symbol CRYOCOR INC [CRYO] 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) 9717 PACIFIC HEIGHTS BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 07/19/2005 (Street) SAN DIEGO, CA 92121 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 07/19/2005   C   176,118 A (3) 221,118 I by Partnership (1) Common Stock 07/19/2005   C   275,992 A (6) 497,110 I by Partnership (1) Common Stock 07/19/2005   X   24,386 (2) A $ 8.37 (2) 521,496 I by Partnership (1) Common Stock 07/19/2005   J(2)   18,558 (2) D (2) 502,938 I by Partnership (1)

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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

Series C Convertible Preferred Stock

(3)

07/19/2005

C

740,740

(4)

(5)

Common Stock

176,118

(3)

0

I

by Partnership (1)

Series D Redeemable Convertible Preferred Stock

(6)

07/19/2005

C

7,609,049

(4)

(5)

Common Stock

275,992

(6)

0

I

by Partnership (1)

Warrant

$ 8.37

07/19/2005

X

24,386

(4)

(7)

Common Stock

24,386 (2)

$ 8.37

0

I

by Partnership (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cooney David J 9717 PACIFIC HEIGHTS BLVD. SAN DIEGO, CA 92121	X

Signatures

/s/ By: Kathleen K Hannah For: David J Cooney		07/19/2005
**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)	The Reporting Person is a principal for Beecken Petty O'Keefe & Company, together with its affilitates Healthcare Equity QP Partners, L.P. and HealthCare Equity Partners L.P. The Reporting Person disclaims beneficial ownership of the shares owned by such entities except to the extent of his pecuniary interest in such entities, if any.
(2)	Net excercise of the warrant for 24,386 shares resulting shares resulting in an acquisition of 5,828 shares of common stock using fair market value of $11.00/share.
(3)	Convertible at 0.237759 share of Common for 1 share of Preferred
(4)	Immediate
(5)	Not Applicable.
(6)	Convertible at 0.036272 share of Common for 1 share of Preferred
(7)	12,193 expire on 2/3/08. 12,193 expire on 3/28/08. All warrants terminate if and to the extent not exercised prior to the completion of an IPO

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