Sec Form 3 Filing - RANDLE STUART A @ GI DYNAMICS, INC. - 2014-06-30

FORM 3 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 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 RANDLE STUART A 2. Issuer Name and Ticker or Trading Symbol GI DYNAMICS, INC. [ GID] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 25 HARTWELL AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2014 (Street) LEXINGTON, MA02421 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 760,000 I By Stuart A Randle Trust of 1998, Stuart A Randle, Trustee Common Stock 454,316( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (right to buy) $ 0.2 10/21/2009 10/21/2015 Common Stock 117,000 D Stock Option (right to buy) $ 0.39 07/18/2010 07/18/2016 Common Stock 335,000 D Stock Option (right to buy) $ 0.39 02/14/2011 02/14/2017 Common Stock 275,000 D Stock Option (right to buy) $ 0.43 08/06/2013 08/06/2019 Common Stock 425,000 D Stock Option (right to buy) $ 0.59 ( 2 ) 12/07/2020 Common Stock 282,240 D Stock Option (right to buy) $ 4.44 ( 3 ) 08/24/2022 Common Stock 230,000 D Stock Option (right to buy) $ 3.83 ( 4 ) 01/22/2024 Common Stock 133,982 D Restricted Stock Unit (RSU) ( 6 ) ( 5 ) 01/22/2017 Common Stock 19,140 D Restricted Stock Unit (RSU) ( 6 ) ( 7 ) 01/22/2018 Common Stock 19,140 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RANDLE STUART A 25 HARTWELL AVENUE LEXINGTON, MA02421 X President and CEO Signatures /s/ Robert W. Crane, attorney-in-fact 06/30/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 2,271,580 of the Company's Chess Depositary Interests (CDIs), trading on the Australian Securities Exchange. Each CDI represents an interest in 1/5 of an underlying share of Common Stock of the Company. ( 2 )The option is currently exercisable as to 246,960 shares. The remaining shares vest as to 2.083% of the total shares on the same day of each successive month until December 7, 2014. ( 3 )The option is currently exercisable as to 105,453 shares. The remaining shares vest as to 2.083% of the total shares on the same day of each successive month until August 24, 2016. ( 4 )The option is currently exercisable as to 13,961 shares. The remaining shares vest as to 2.083% of the total shares on the same day of each successive month until January 22, 2018. ( 5 )The RSU represents a contingent right to receive shares of the Company's Common Stock upon vesting. The RSU will vest upon the achievement of a Company revenue milestone. ( 6 )There is no exercise price associated with the RSU. ( 7 )The RSU will vest upon the achievement of a Company regulatory milestone.

Remarks: Exhibit ListExhibit 24 - Power of Attorney

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