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^*

RAYAT HARMEL S

(Last)

(First)

(Middle)

1628 WEST 1ST AVENUE

SUITE 216

(Street)

VANCOUVER

V6J 1G1

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEPALIFE TECHNOLOGIES INC [ HPLF ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Secretary/Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2007

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	03/15/2007		D		1,000,000⁽¹⁾	D	$0.64	42,259,862	D
Common	03/15/2007		D		1,250,000⁽²⁾	D	$0.64	41,009,862	D
Common								3,203,194⁽³⁾	I	Owned by spouse

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)

Explanation of Responses:

1. Pursuant to an agreement dated March 15, 2007, Mr. Harmel S. Rayat has sold 1,000,000 restricted common shares in exchange for 640 non-voting, redeemable preferred shares valued at $1,000 per share in a private British Columbia corporation wholly owned by Mrs. Ranjit Bhogal, an employee of HepaLife Technologies. This transaction results in a reduction of Mr. Rayat's aggregate beneficial ownership from 64 percent to 63 percent of the corporation's issued and outstanding common stock.

2. Pursuant to an agreement dated March 15, 2007, Mr. Harmel S. Rayat has sold 1,250,000 restricted common shares in exchange for 800 non-voting, redeemable preferred shares valued at $1,000 per share in a private British Columbia corporation wholly owned by Mr. Jeet Sidhu, an employee of HepaLife Technologies. This transaction results in a reduction of Mr. Rayat's aggregate beneficial ownership from 63 percent to 61 percent of the corporation's issued and outstanding common stock.

3. Mr. Rayat disclaims beneficial ownership of all shares beneficially owned by his wife and other family members.

	Harmel S. Rayat	03/16/2007
	** 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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