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 *
Jenkins Barry J.
  2. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc. [SNWV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
11475 GREAT OAKS WAY, SUITE 150
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2013
(Street)

ALPHARETTA, GA 30022
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, $0.001 par value               202,242 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Options $ 2.92 02/21/2013   D     356,037   (2) 10/24/2016 Common Stock, $0.001 par value 356,037 (1) 0 D  
Options $ 5.25 02/21/2013   D     121,722   (3) 10/24/2016 Common Stock, $0.001 par value 121,722 (1) 0 D  
Options $ 4.05 02/21/2013   D     20,000   (4) 01/29/2020 Common Stock, $0.001 par value 20,000 (1) 0 D  
Options $ 2 02/21/2013   D     175,000   (5) 11/01/2020 Common Stock, $0.001 par value 175,000 (1) 0 D  
Options $ 0.35 02/21/2013   A   822,759     (6) 02/21/2023 Common Stock, $0.001 par value 822,759 $ 0 822,759 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Jenkins Barry J.
11475 GREAT OAKS WAY, SUITE 150
ALPHARETTA, GA 30022
      Chief Financial Officer  

Signatures

 /s/ Barry J. Jenkins   03/07/2013
**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) On February 21, 2013, the issuer, by mutual agreement with the reporting person, cancelled options granted to the reporting person on October 24, 2006, January 29, 2010, and November 1, 2010. In exchange for these options, the reporting person received a new option to purchase 822,759 shares of common stock, $0.001 par value, at an exercise price of $0.35 per share.
(2) This option for 356,037 shares fully vested on April 10, 2012.
(3) This option for 121,722 shares fully vested on April 10, 2012.
(4) This option for 20,000 shares would have vested on the following schedule: (i) 5,000 vested on January 29, 2011; (ii) 5,000 vested on January 29, 2012; (iii) 5,000 vested on January 29, 2013; and (iv) 5,000 would have vested on January 29, 2014.
(5) This option for 175,000 shares fully vested on November 1, 2010.
(6) This option for 822,759 shares vests on the following schedule: (i) 274,253 upon the date of grant; (ii) 274,253 on February 21, 2014; and (iii) 274,253 on February 21, 2015.

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