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*
Katz Ronald

(Last) (First) (Middle)
C/O MICROISLET, INC.
6370 NANCY RIDGE DRIVE, STE. 112

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MICROISLET INC [ MIIS.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2008
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)
Code V Amount (A) or (D) Price
Common Stock 11/01/2007 J V 4,117 A $0.576(1) 1,186,233 D
Common Stock 12/01/2007 J V 4,853 A $0.4729(1) 1,191,086 D
Common Stock 01/01/2008 J V 5,021 A $0.4723(1) 1,196,107 D
Common Stock 02/01/2008 J V 5,017 A $0.4727(1) 1,201,124 D
Common Stock 03/01/2008 J V 5,509 A $0.4027(1) 1,206,633 D
Common Stock 04/01/2008 J V 6,465 A $0.3668(1) 1,213,098 D
Common Stock 05/01/2008 J V 6,409 A $0.3581(1) 1,219,507 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) $0.4 04/18/2008 A 80,000(2)(3) 04/18/2009 04/18/2014 Common Stock 80,000(2)(3) $0(2) 80,000 D
Warrant (right to buy) $0.4 04/30/2008 A 120,000(2)(3) 04/18/2009 04/18/2014 Common Stock 120,000(2)(3) $0(2) 200,000 D
Explanation of Responses:
1. Represents shares of common stock issued to the reporting person in satisfaction of debt for liquidated damages previously contracted under a registration rights agreement. The liquidated damages amounted to approximately $ 2,371.50 due on November 1, 2007, $ 2,295.00 due on December 1, 2007 , $ 2,371.50 due on January 1, 2008, $ 2,371.50 due on February 1, 2008, $ 2,218.50 due on March 1, 2008, $ 2,371.50 due on April 1, 2008 and $2,295.00 due on May 1, 2008. The price per share was based on the volume-weighted closing price of the common stock as reported on the OTC BB for the five trading days preceding the liquidated penalty payment.
2. This warrant was issued in consideration for the reporting person's loans under a subordinated unsecured revolving promissory note. It may be exercised to purchase a number of shares of the issuer's common stock equal to the quotient of the aggregate funds advanced by the reporting person to the issuer under such note, divided by $2.50, up to a maximum of 200,000 shares. On April 18, 2008, the reporting person advanced $200,000 to the issuer under the note and the warrant became exercisable for 80,000 shares; and on April 30, 2008, the reporting person advanced $300,000 to the issuer under the note and the warrant became exercisable for an additional 120,000 shares.
3. The number of shares of common stock that may be exercised by the reporting person shall automatically be limited to the extent necessary to ensure that, following such exercise, the total number of shares of common stock then beneficially owned by the reporting person does not exceed 4.999% of the total number of issued and outstanding shares of the Issuer's common stock. The reporting person may waive this restriction upon 61 days prior notice to the issuer.
Remarks:
/s/ Tom Sweeney, Attorney-in-Fact 05/02/2008
** 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.