Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  PROTHRO BRUCE
2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2011
3. Issuer Name and Ticker or Trading Symbol
ARTHROCARE CORP [ARTC]
(Last)
(First)
(Middle)
7500 RIALTO BLVD BLDG TWO, STE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Regulatory Officer & SVP
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AUSTIN, TX 78735
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 20,370 (1) (2) (3) (4)
D
 
Common Stock 728.01 (5)
I
By managed account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy)   (6) 03/10/2014 Common Stock 2,055 $ 24.38 D  
Non-Qualified Stock Option (right to buy)   (6) 03/10/2014 Common Stock 134 $ 24.38 D  
Incentive Stock Option (right to buy)   (6) 02/15/2012 Common Stock 2,969 $ 31.5 D  
Non-Qualified Stock Option (right to buy)   (6) 02/15/2012 Common Stock 1,719 $ 31.5 D  
Incentive Stock Option (right to buy)   (6) 02/21/2013 Common Stock 584 $ 46.84 D  
Non-Qualified Stock Option (right to buy)   (6) 02/21/2013 Common Stock 667 $ 46.84 D  
Stock Appreciation Rights   (6) 02/21/2013 Common Stock 6,563 $ 46.84 D  
Incentive Stock Option (right to buy)   (6) 02/27/2014 Common Stock 2,771 $ 36.08 D  
Stock Appreciation Rights   (6) 02/27/2014 Common Stock 14,550 $ 36.08 D  
Incentive Stock Option (right to buy)   (7) 12/16/2016 Common Stock 12,597 $ 23.5 D  
Non-Qualified Stock Option (right to buy)   (7) 12/16/2016 Common Stock 27,403 $ 23.5 D  
Incentive Stock Option (right to buy)   (8) 02/17/2018 Common Stock 3,526 $ 33.39 D  
Non-Qualified Stock Option (right to buy)   (8) 02/17/2018 Common Stock 9,228 $ 33.39 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PROTHRO BRUCE
7500 RIALTO BLVD BLDG TWO, STE 100
AUSTIN, TX 78735
      Chief Regulatory Officer & SVP  

Signatures

Bruce Prothro 05/23/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 1,241 restricted stock units ("RSUs"), from an original grant of 6,206 RSUs, that are scheduled to vest in five (5) successive and equal annual installments measured from February 27, 2007, such that 100% of the RSUs will be fully vested on February 27, 2012. Upon vesting thereof, the Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU.
(2) Includes 2,758 restricted stock units ("RSUs"), from an original grant of 6,895, that are scheduled to vest in five (5) successive and equal annual installments measured from March 5, 2008, such that 100% of the RSUs will be fully vested on March 5, 2013. Upon vesting thereof, the Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU.
(3) Includes 10,000 restricted stock units ("RSUs") that are scheduled to vest in two equal installments on January 1, 2013 and July 1, 2015, such that 100% of the RSUs will be fully vested on July 1, 2015. Upon vesting thereof, the Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU.
(4) Includes 4,204 restricted stock units ("RSUs") that are scheduled to vest in five (5) successive and equal annual installments measured from February 17, 2011, such that 100% of the RSUs will be fully vested on February 17, 2016. Upon vesting thereof, the Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU.
(5) Shares are held in Fidelity account and represent the Company 401(k) match.
(6) This option is fully vested and exercisable.
(7) The option vests in 48 equal monthly installments measured from December 16, 2009, such that 100% of the shares subject to the option will be fully vested and exercisable on December 16, 2013.
(8) The option vests in 48 equal monthly installments measured from February 17, 2011, such that 100% of the shares subject to the option will be fully vested and exercisable on February 17, 2015.

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