SEC FORM 4

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^*

ADP MANAGEMENT CORP

(Last)

(First)

(Middle)

150 WEST CIVIC CENTER DRIVE, SUITE 400

(Street)

SANDY

84070

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REMOTE MDX INC [ RMDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Entity owned by Officers

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2007		X⁽⁵⁾		1,000,000	A	$0.54	4,340,616	D
Common Stock	06/30/2007		X⁽⁵⁾		500,000	A	$0.75	4,840,616	D
Common Stock	07/01/2007		S⁽⁴⁾		1,101,000	D	$1.05	3,739,616	D
Common Stock	07/05/2007		J⁽¹⁾		1,875,000	A	$0	5,614,616	D
Common Stock	07/11/2007		C		615,969	A	$0	6,230,585	D
Common Stock	07/25/2007		S⁽⁴⁾		1,500,000	D	$1.3	4,730,585	D
Common Stock	07/25/2007		J⁽²⁾		500,000	A	$1.3	5,230,585	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$0⁽³⁾	07/11/2007		C			853.97	⁽³⁾	⁽³⁾	Common Stock	615,969	$0	0	D
Options	$0.75	06/30/2007		X			500,000	09/30/2004	09/29/2009	Common Stock	500,000	$0	0	D
Options	$0.54	06/30/2007		X			1,000,000	05/18/2004	05/17/2009	Common Stock	1,000,000	$0	0	D

Explanation of Responses:

1. ADP Management Corporation ("ADP") is owned by David Derrick and James Dalton. By agreement with Mr. Derrick, Mr. Dalton shares control and beneficial ownership of the shares owned by ADP. These shares of common stock were transferred for no consideration by Messers. Derrick and Dalton to ADP with no resulting change in beneficial ownership by either as each of Messers. Derrick and Dalton indirectly own such shares.

2. The shares represented by this entry were issued by the Issuer to ADP as compensation for a line of credit issued by ADP to the Issuer.

3. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. There is no conversion price payable.

4. Private sale of restricted securities to a single buyer.

5. Shares received upon exercise of options beneficially owned by ADP. See Table II.

	By: David G. Derrick, Secretary and Treasurer	08/06/2007
	** 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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