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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1. Name and Address of Reporting Person * Nemelka John Fritzen   2. Issuer Name and Ticker or Trading Symbol SANUWAVE Health, Inc. [SNWV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5314 RIVER RUN DRIVE, SUITE 350 3. Date of Earliest Transaction (Month/Day/Year) 02/21/2013 (Street) PROVO, UT 84604 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               500 D   Common Stock, $0.001 par value               1,904,145 I See Footnote. (1)

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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

5,000

(3)

09/15/2019

Common Stock, $0.001 par value

5,000

(2)

0

D

Options

$ 4.05

02/21/2013

D

5,000

(4)

01/29/2020

Common Stock, $0.001 par value

5,000

(2)

0

D

Options

$ 2

02/21/2013

D

5,000

(5)

11/01/2020

Common Stock, $0.001 par value

5,000

(2)

0

D

Options

$ 0.35

02/21/2013

A

115,000

(6)

02/21/2023

Common Stock, $0.001 par value

115,000

$ 0

115,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Nemelka John Fritzen 5314 RIVER RUN DRIVE, SUITE 350 PROVO, UT 84604	X

Signatures

/s/ John F. Nemelka		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)	John F. Nemelka is a Director of SANUWAVE Heath, Inc. and is also the Managing Principal of NightWatch Capital Management, LLC, which is the general partner of NightWatch Capital Partners II, L.P. ("NWCP II"). Mr. Nemelka and each of the aforementioned NightWatch entities disclaim beneficial ownership of the shares held by NWCP II except to the extent of any indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act).
(2)	On February 21, 2013, the issuer, by mutual agreement with the reporting person, cancelled options granted to the reporting person on September 15, 2009, January 29, 2010, and November 1, 2010. In exchange for these options, the reporting person received a new option to purchase 115,000 shares of common stock, $0.001 par value, at an exercise price of $0.35 per share.
(3)	This option for 5,000 shares fully vested on September 15, 2009.
(4)	This option for 5,000 shares would have vested on the following schedule: (i) 1,250 vested on January 29, 2011; (ii) 1,250 vested on January 29, 2012; (iii) 1,250 vested on January 29, 2013; and (iv) 1,250 would have vested on January 29, 2014.
(5)	This option for 5,000 shares fully vested on November 1, 2010.
(6)	This option for 115,000 shares vests on the following schedule: (i) 38,334 upon the date of grant; (ii) 38,333 on February 21, 2014; and (iii) 38,333 on February 21, 2015.

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