| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DATARAM CORP [ DRAM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/16/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/16/2015 | P | 118,000 | D | $2 | 217,184 | I | By Isaac Capital Group(1) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Preferred Stock | $2 | 06/16/2015 | P | 154,000 | 11/17/2014 | (2) | Common Stock | 154,000 | $2 | 154,000 | I | By Isaac Capital Group LLC | |||
| Call Option (right to buy) | $5 | 06/16/2015 | P | 300,000(3) | 11/17/2014 | 10/20/2019 | Series A Preferred Stock | 300,000(3) | $5 | 300,000(3) | I | By Isaac Capital Group LLC | |||
| Warrant | $2.5 | 06/16/2015 | P | 500,000 | 11/17/2014 | 11/17/2019 | Common Stock | 500,000 | $2.5 | 500,000 | I | By Isaac Capital Group LLC | |||
| Call Option (right to buy) | (3) | 06/16/2015 | P | 300,000(3) | 11/17/2014 | 10/20/2019 | Warrants | (3) | (3) | 300,000(3) | I | By Isaac Capital Group LLC | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement is joinly filed by and on behalf of each of Isaac Capital Group LLC ("Isaac Capital") and Jon Isaac. Jon Isaac owns 100% of the membership interest of Isaac Capital. |
| 2. The Series A Preferred Stock is convertible into common stock of the Issuer at any time. |
| 3. The Reporting Person is a party to a preferred stock purchase agreement dated October 20, 2014 under which the Reporting Person has the right to purchase, at the request of the Reporting Person or the Issuer, (i) up to 600,000 additional shares of Series A Preferred Stock for $5 per share and (ii) warrants to purchase such number of shares of common stock into which the Series A Preferred Stock may be converted on the date of such issuance. |
| Jon Isaac | 06/18/2015 | |
| Jon Isaac, as Managing Member | 06/18/2015 | |
| ** 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. | ||
| 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 Number. | ||
