SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

SCHWARTZ MARK N

(Last)

(First)

(Middle)

2915 WATERS ROAD, SUITE 108

(Street)

EAGAN

55121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HYPERTENSION DIAGNOSTICS INC /MN [ HDII ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2005

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2005		C		203,559	A	$0.17	1,020,086	D
Common Stock	03/31/2005		C		52,926	A	$0.17	1,073,012	D
Common Stock	03/31/2005		A⁽⁴⁾		1,600,000	A	⁽⁴⁾	2,673,012	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	$1.68							⁽¹⁾	⁽²⁾	Common Stock	25,600		25,600	D
Common Stock Warrant⁽³⁾	$0.22							08/28/2003	06/15/2005	Common Stock	325,694		325,694	D
Common Stock Warrant⁽³⁾	$0.3							08/28/2003	08/28/2008	Common Stock	284,982		284,982	D
Series A Preferred Stock Warrant⁽³⁾	$2.64							08/28/2003	06/15/2005	Series A Preferred Stock	20,480		20,480	D
Series A Preferred Stock Warrant⁽³⁾	$3.6							08/28/2003	08/28/2008	Series A Preferred Stock	17,920		17,920	D
Series A Preferred Stock	$1.68							⁽¹⁾	⁽²⁾	Common Stock	6,656		6,656	D
Common Stock Warrant⁽³⁾	$0.17	03/31/2005		C			52,926	02/09/2004	07/31/2005	Common Stock	52,926	$0	52,925	D
Common Stock Warrant⁽³⁾	$0.22							02/09/2004	08/09/2005	Common Stock	84,681		84,681	D
Common Stock Warrant⁽³⁾	$0.3							02/09/2004	02/09/2009	Common Stock	74,096		74,096	D
Series A Preferred Stock Warrant⁽³⁾	$2.04	03/31/2005		C			3,328	02/09/2004	07/31/2005	Series A Preferred Stock	3,328	$0	3,328	D
Series A Preferred Stock Warrant⁽³⁾	$2.64							02/09/2004	08/09/2005	Series A Preferred Stock	5,325		5,325	D
Series A Preferred Stock Warrant⁽³⁾	$3.6							02/09/2004	02/09/2009	Series A Preferred Stock	4,660		4,660	D
Common Stock Warrant⁽³⁾	$0.17	03/31/2005		C			203,559	08/28/2003	04/29/2005	Common Stock	203,559	$0	0	D
Series A Preferred Stock Warrant⁽³⁾	$2.04	03/31/2005		C			12,800	08/28/2003	04/29/2005	Series A Preferred Stock	12,800	$0	0	D
Sereis A Preferred Stock	$2.04							⁽¹⁾	⁽²⁾	Common Stock	12,800		12,800	D
Series A Preferred Stock	$2.04	03/31/2005		C		12,800		⁽¹⁾	⁽²⁾	Common Stock	12,800	$0	12,800	D
Series A Preferred Stock	$2.04	03/31/2005		C		3,328		⁽¹⁾	⁽²⁾	Common Stock	3,328	$0	3,328	D

Explanation of Responses:

1. Immediately exercisable.

2. No expiration date.

3. Right to buy.

4. Bonus paid to Reporting Person in the form of Issuer's Common Stock. Price is not applicable.

	/s/ Douglas T. Holod, as attorney-in-fact	04/04/2005
	** 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 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).
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