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)
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2. Issuer Name and Ticker or Trading Symbol
REMOTE MDX INC [ RMDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 | 06/30/2007 | X(8) | 1,500,000 | A | $1.3 | 4,436,725 | D | |||
Common Stock | 06/30/2007 | X(8) | 250,000 | A | $0.6 | 4,686,725 | D | |||
Common Stock | 06/30/2007 | X(8) | 500,000 | A | $0.56 | 5,186,725 | D | |||
Common Stock | 07/01/2007 | S(7) | 130,556 | D | $1.05 | 5,056,169 | D | |||
Common Stock | 07/05/2007 | J(2) | 937,500 | D | $0 | 4,118,669 | D | |||
Common Stock | 07/11/2007 | C(3) | 152,269 | A | $0 | 4,270,938 | D | |||
Common Stock | 07/25/2007 | S(7) | 2,250,000 | D | $1.3 | 2,020,938 | D | |||
Common Stock | 06/30/2007 | X(9) | 1,000,000 | A | $0.54 | 4,340,616 | I(1) | Note 1 | ||
Common Stock | 06/30/2007 | X(9) | 500,000 | A | $0.75 | 4,840,616 | I(1) | Note 1 | ||
Common Stock | 07/01/2007 | S(7) | 1,101,000 | D | $1.05 | 3,739,616 | I(1) | Note 1 | ||
Common Stock | 07/05/2007 | J(2) | 1,875,000 | A | $0 | 5,614,616 | I(1) | Note 1 | ||
Common Stock | 07/11/2007 | C | 615,969 | A | $0 | 6,230,585 | I(1) | Note 1 | ||
Common Stock | 07/25/2007 | S(7) | 1,500,000 | D | $1.3 | 4,730,585 | I(1) | Note 1 | ||
Common Stock | 07/25/2007 | J(4) | 500,000 | A | $1.3 | 5,230,585 | I(1) | Note 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 Convertible Preferred Stock | $0(5) | 07/11/2007 | C | 853.97 | (6) | (6) | Common Stock | 615,969 | $0 | 0 | I(1) | Note 1 | |||
Series A Convertible Preferred Stock | $0 | 07/11/2007 | C | 411.54 | (6) | (6) | Common Stock | 152,269 | $0 | 0 | D | ||||
Options(10) | $1.3 | 06/30/2007 | X | 1,500,000 | 03/06/2007 | 07/04/2007 | Common Stock | 1,500,000 | $0 | 0 | D | ||||
Options | $0.6 | 06/30/2007 | X | 250,000 | 05/18/2006 | 05/17/2011 | Common Stock | 250,000 | $0 | 0 | D | ||||
Options | $0.56 | 06/30/2007 | X | 500,000 | 02/16/2006 | 02/15/2011 | Common Stock | 500,000 | $0 | 0 | D | ||||
Options | $0.75 | 06/30/2007 | X | 500,000 | 09/30/2004 | 09/29/2009 | Common Stock | 500,000 | $0 | 0 | I(1) | Note 1(1) | |||
Options | $0.54 | 06/30/2007 | X | 1,000,000 | 05/18/2004 | 05/17/2009 | Common Stock | 1,000,000 | $0 | 0 | I(1) | Note 1(1) |
Explanation of Responses: |
1. By agreement with David G. Derrick, Mr. Dalton shares control and beneficial ownership of the shares owned by ADP Management Corporation ("ADP"). The shares of common stock issued upon exercise of the options are owned of record by ADP. The shares indicated as being owned indirectly are owned of record by ADP and indirectly by Mr. Dalton in light of his ownership relationship with ADP, and are listed separately from those shares owned by Mr. Dalton directly. |
2. The shares of common stock represented by this entry were transferred for no consideration by Mr. Dalton to ADP with no resulting change in beneficial ownership as Mr. Dalton indirectly owns such shares. |
3. Shares received upon conversion of Series A Convertible Preferred Stock. See Table II. |
4. The shares represented by this entry were issued by the Issuer to ADP as compensation for a $5,000,000 line of credit issued by ADP to the Issuer. |
5. The shares indicated as being owned indirectly are owned of record by ADP and indirectly by Mr. Dalton in light of his control and beneficial ownership of ADP, and are listed separately from those shares owned by Mr. Dalton directly. |
6. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. |
7. Private sale of restricted securities to a single buyer. |
8. Exercise of options beneficially owned by Mr. Dalton. |
9. Exercise of options beneficially owned by ADP. |
10. These options were exercised on June 30, 2007. The exercise price was paid through the issuance of a note to the Issuer, which was paid in full on July 25, 2007 |
James Dalton | 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). | ||
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. |