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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options (9/14/2005) | $ 6.63 | 09/14/2005 | A | 12,000 | 09/14/2006 | 09/14/2010 | Common Stock, $1.00 Par Value | 12,000 | (1) | 12,000 (2) (3) (4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TARANTINO ROBERT V C/O DATARAM CORPORATION 186 PRINCETON ROAD WEST WINDSOR, NJ 08550 |
X | X | President & CEO | |
| ROBERT V. TARANTINO | 09/14/2005 | |
| **Signature of Reporting Person | Date |
| * | 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) | Options were granted to the reporting person in consideration of his service as an Executive Officer of the Company. Options were granted at an exercise price equal to the fair market value of the Common Stock on the date of grant. |
| (2) | In addition, the Reporting Person holds options (11/19/1997) to purchase 300,000 shares at $2.8125 a share, which are presently exercisable and which expire on 11/19/2007. The Reporting Person holds options (11/26/2001) to purchase 12,800 shares at $7.98 a share, of which 9,600 shares are presently exercisable and 3,200 shares become exercisable on 11/16/2005. These options expire on 11/26/2011. The Reporting Person holds options (9/18/2002) to purchase 12,800 shares at $2.99 a share, of which 6,400 shares are presently exercisable and 3,200 shares each become exercisable on 9/18/2005 and 9/18/2006. This option expires on 9/18/2012. |
| (3) | In addition, the Reporting Person holds options (9/18/2003) to purchase 12,000 shares at $4.09 a share, of which 3,000 shares are presently exercisable and 3,000 shares each become exercisable on 9/18/2005, 9/18/2006 and 9/18/2007. These options expire on 9/18/2013. The Reporting Person holds options (9/15/2004) to purchase 12,000 shares at $6.75 a share which become exercisable on 9/15/2005 and expire on 9/15/2009. |
| (4) | In addition, the Reporting Person beneficially owns 405,901 shares of common stock directly and 17,100 shares indirectly by the Reporting Person's wife and 303,232 shares indirectly for the Reporting Person by the Issuer's 401-K Plan. |