SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

O BRATE CECIL

(Last)

(First)

(Middle)

3118 N. CUMMINGS ROAD, P.O. BOX 399

(Street)

GARDEN CITY

67846

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
POSITRON CORP [ POSC.OB ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	04/01/2014		P4	950⁽¹⁾	A	$2.8⁽¹⁾	1,023,879⁽¹⁾	D
Common Stock	04/01/2014		P4	3,275⁽¹⁾	A	$2.6⁽¹⁾	1,027,154⁽¹⁾	D
Common Stock	04/04/2014		P4	203⁽¹⁾	A	$2.6⁽¹⁾	1,027,357⁽¹⁾	D
Common Stock	04/11/2014		P4	484⁽¹⁾	A	$2.6⁽¹⁾	1,027,841⁽¹⁾	D
Common Stock	04/14/2014		P4	25⁽¹⁾	A	$2.6⁽¹⁾	1,027,866⁽¹⁾	D
Common Stock	04/17/2014		P4	530⁽¹⁾	A	$2.6⁽¹⁾	1,028,396⁽¹⁾	D
Common Stock	04/17/2014		P4	1,250⁽¹⁾	A	$2.8⁽¹⁾	1,029,646⁽¹⁾	D
Common Stock	04/17/2014		P4	35⁽¹⁾	A	$2.6⁽¹⁾	1,029,681⁽¹⁾	D
Common Stock	05/12/2014		P4	2,500⁽¹⁾	A	$2.4⁽¹⁾	1,032,181⁽¹⁾	D
Common Stock	05/15/2014		P4	63⁽¹⁾	A	$2.6⁽¹⁾	1,032,244⁽¹⁾	D
Common Stock	05/15/2014		P4	650⁽¹⁾	A	$2.76⁽¹⁾	1,032,894⁽¹⁾	D
Common Stock	05/15/2014		P4	538⁽¹⁾	A	$2.8⁽¹⁾	1,033,431⁽¹⁾	D
Common Stock	05/16/2014		C	1,041,667⁽¹⁾⁽²⁾	A	$1.44⁽¹⁾	2,075,098⁽¹⁾	D
Common Stock	05/19/2014		P4	25⁽¹⁾	A	$2.72⁽¹⁾	2,075,123⁽¹⁾	D
Common Stock	05/19/2014		P4	225⁽¹⁾	A	$2.76⁽¹⁾	2,075,348⁽¹⁾	D
Common Stock	05/19/2014		P4	1,250⁽¹⁾	A	$2.6⁽¹⁾	2,076,598⁽¹⁾	D
Common Stock	05/22/2014		P4	1,000⁽¹⁾	A	$2.4⁽¹⁾	2,077,598⁽¹⁾	D
Common Stock	05/29/2014		P4	1,500⁽¹⁾	A	$2.4⁽¹⁾	2,079,098⁽¹⁾	D
Common Stock	05/30/2014		P4	1,154⁽¹⁾	A	$2.72⁽¹⁾	2,080,252⁽¹⁾	D
Common Stock	05/30/2014		P4	375⁽¹⁾	A	$2.36⁽¹⁾	2,080,627⁽¹⁾	D
Common Stock	05/30/2014		P4	231⁽¹⁾	A	$2.4⁽¹⁾	2,080,858⁽¹⁾	D
Common Stock	05/30/2014		P4	159⁽¹⁾	A	$2.56⁽¹⁾	2,081,017⁽¹⁾	D
Common Stock	05/30/2014		P4	456⁽¹⁾	A	$2.6⁽¹⁾	2,081,473⁽¹⁾	D
Common Stock	05/30/2014		P4	2,971⁽¹⁾	A	$2⁽¹⁾	2,084,444⁽¹⁾	D
Common Stock	06/13/2014		P4	300⁽¹⁾	A	$2⁽¹⁾	2,084,744⁽¹⁾	D
Common Stock	06/17/2014		P4	250⁽¹⁾	A	$2⁽¹⁾	2,084,994⁽¹⁾	D
Common Stock	06/23/2014		P4	1,000⁽¹⁾	A	$2⁽¹⁾	2,085,994⁽¹⁾	D
Common Stock	06/24/2014		P4	135⁽¹⁾	A	$2⁽¹⁾	2,086,129⁽¹⁾	D
Common Stock	06/25/2014		P4	208⁽¹⁾	A	$1.96⁽¹⁾	2,086,337⁽¹⁾	D
Common Stock	06/25/2014		P4	261⁽¹⁾	A	$2⁽¹⁾	2,086,598⁽¹⁾	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)	4. Transaction Code (Instr. 8)	(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. The number of shares and prices listed in Items 4 and 5 refer to the current number of shares and prices after a reverse split of the issuer's common stock, par value $0.0001 per share, on a 1 for 400 basis, which was made effective on April 8, 2015 (the "Reverse Stock Split"). This Form 5 is intended to correct errors to previously filed reports and to disclose all omitted open market transactions.

2. These shares were originally reported on a Form 3 filed March 31, 2015. The reporting person acquired the shares through the conversion of a loan to shares on May 16, 2014. This transaction was previously reported as covering 416,666,667 shares but has been adjusted to reflect the Reverse Stock Split.

Remarks:

Form 2 of 3

	/s/ Cecil O'Brate	07/27/2015
	** 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.
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