Moylan David Alan Form 4 DATARAM / David Alan Moylan ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Moylan David Alan

(Last) (First) (Middle)

201 EAST 28TH STREET

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DATARAM CORP [ DRAM ]

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

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2016

4. If Amendment, Date of 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

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, par value $0.001 per share	01/19/2016		A		166,667(1)	A	(2)	518,333	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 (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 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: 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	$1.69	01/19/2016		D			166,667(3)	06/08/2015	06/08/2020	Common Stock	166,667	(4)	0	D

Explanation of Responses:

1. On January 19, 2016, the Issuer entered into an exchange agreement (the "Option Exchange Agreement") with the Reporting Person with respect to options held by the Reporting Person. Pursuant to the Option Exchange Agreement, the Reporting Person exchanged options to purchase 166,667 shares of common stock of the Issuer for a restricted stock grant in the aggregate amount of 166,667 shares of common stock pursuant to the Issuer's 2014 Equity Incentive Plan, as amended (the "Restricted Stock Grant"). The Restricted Stock Grant was vested in full upon issuance.

2. No commission or other payment was received by the Issuer in connection with the Option Exchange Agreement. Such exchange was conducted pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (as amended, the "Securities Act"), and the common stock issuable pursuant to the Option Exchange Agreement has been issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act for securities exchanged by the Issuer and the Reporting Person where no commission or other remuneration is paid or given directly or indirectly by the Issuer for soliciting such exchange.

3. On January 19, 2016, the Issuer entered into the Option Exchange Agreement with the Reporting Person pursuant to which the Reporting Person exchanged options to purchase 166,667 shares of common stock of the Issuer (the "Options") for a restricted stock grant in the aggregate amount of 166,667 shares of common stock pursuant to the Issuer's 2014 Equity Incentive Plan, as amended.

4. The Reporting Person received the Options pursuant to the Issuer's Equity Incentive Plan in connection with his role as Chief Executive Officer of the Issuer.

Remarks:

	David A. Moylan	01/25/2016
	** 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).
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