- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * BRIMMER KENNETH WILLIAM	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                      __ X __ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) CEO and CFO
(Last)          (First)          (Middle) 10275 WAYZATA BLVD. SUITE 310	3. Date of Earliest Transaction (MM/DD/YYYY) 2/10/2012
(Street) MINNETONKA, MN 55305 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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								6000	I	By Spouse's IRA
Common Stock	2/10/2012		A (1)		9062907	A	$ 0	9253899	D
Common Stock	2/10/2012		G	V	500000	D	$ 0	8753899	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Common Stock Warrant	$0.3							8/28/2003	9/30/2012	Common Stock	99745		99745	D
Series A Preferred Stock Warrant	$0.14							8/28/2003	12/31/2012	Series A Preferred Stock	6272		6272	D
Series A Preferred Stock	$1.68							(2)	(3)	Common Stock	107520		8960	D
Options   (6)	$0.43							(2)	12/9/2012	Common Stock	4000		4000	D
Options   (6)	$0.2							(2)	12/17/2013	Common Stock	300000		300000	D
Stock Options   (6)	$0.16							11/28/2009	11/27/2016	Common Stock	450000		450000	D
Stock Options   (6)	$0.11							(4)	12/17/2019	Common Stock	225000		225000	D
Stock Options   (6)	$0.1							(5)	12/16/2020	Common Stock	225000		225000	D

Explanation of Responses:
( 1)	Grant of restricted stock, which restrictions lapse as of 2/10/2015.
( 2)	Immediately exercisable.
( 3)	No expiration date.
( 4)	56,250 shares vest on each of 3/17/2010, 6/17/2010, 9/17/2010 and 12/17/2010.
( 5)	56,250 shares vest on each of 3/31/2011, 6/30/2011, 9/30/2011 and 12/31/2011.
( 6)	Right to buy.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BRIMMER KENNETH WILLIAM 10275 WAYZATA BLVD. SUITE 310 MINNETONKA, MN 55305	X	X	CEO and CFO

Signatures
/s/ Kenneth W. Brimmer		2/14/2012
** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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