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^*

GRAY KERRY P

(Last)

(First)

(Middle)

C/O ULURU INC.

4452 BELTWAY DRIVE

(Street)

ADDISON

75001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ULURU INC. [ ULUR ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2013

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	03/14/2013		P		1,000,000⁽¹⁾	A	$0.4	1,256,893	D
Common Stock								100,000	I	By Kerry P. Gray, Trustee for the benefit of Michael J. Gray and Lindsay K. Gray⁽²⁾

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)
Warrant⁽¹⁾	$0.6	03/14/2013		P		600,000		09/10/2013	03/14/2018	Common Stock	600,000	$0.6	600,000	D
Warrant⁽³⁾	$1.08							07/28/2011	07/28/2016	Common Stock	34,722		34,722	D
Convertible Promissory Note⁽³⁾	$1.08							07/28/2011	07/28/2014	Common Stock	115,741		115,741	D
Warrant⁽⁴⁾	$1.2							06/13/2011	06/13/2016	Common Stock	35,000		35,000	D
Convertible Promissory Note⁽⁴⁾	$1.2							06/13/2011	06/13/2014	Common Stock	116,667		116,667	D

Explanation of Responses:

1. On March 14, 2013, Mr. Gray purchased from the Company 1,000,000 shares of common stock at a price of $0.40 per share. The purchase will take place at the following four closings over the next twelve months: (i) 200,000 shares of common stock will be purchased at a price of $80,000 at the initial closing on March 14, 2013, (ii) 250,000 shares of common stock will be purchased at a price of $100,000 on July 14, 2013, (iii) 300,000 shares of common stock will be purchased at a price of $120,000 on November 14, 2013, and (iv) 250,000 shares of common stock will be purchased at a price of $100,000 on March 14, 2014. In connection with his purchase of the Company's common stock, Mr. Gray was also issued a warrant to acquire up to 600,000 shares of the Company's common stock at a fixed exercise price of $0.60 per share. The warrant will become excercisable on September 10, 2013 subject to payment of the sums described above and has an expiration date of March 14, 2018.

2. Includes 50,000 shares of common stock held by Kerry P. Gray, Trustee for the benefit of Michael J. Gray and 50,000 shares of common stock held by Kerry P. Gray, Trustee for the benefit of Lindsay K. Gray. Mr. Gray disclaims beneficial ownership of such shares of common stock.

3. On July 28, 2011, Mr. Gray purchased from the Company a convertible promissory note in the principal amount of $125,000. The principal amount of the convertible promissory note is convertible into shares of the Company's common stock at a price of $1.08 per share. In connection with his purchase of the convertible promissory note, Mr. Gray was also issued a warrant to acquire up to 34,722 shares of the Company's common stock at a fixed exercise price of $1.08 per share with an expiration date of July 28, 2016.

4. On June 13, 2011, Mr. Gray purchased from the Company a convertible promissory note in the principal amount of $140,000. The principal amount of the convertible promissory note is convertible into shares of the Company's common stock at a price of $1.20 per share. In connection with his purchase of the convertible promissory note, Mr. Gray was also issued a warrant to acquire up to 35,000 shares of the Company's common stock at a fixed exercise price of $1.20 per share with an expiration date of June 13, 2016.

	/s/ Kerry P. Gray	03/15/2013
	** 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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