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*
DIALS GEORGE
(Last) (First) (Middle)
C/O CDEX INC
4555 SOUTH PALO VERDE, SUITE 123
(Street)
TUCSON AZ 85714
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CDEX INC [ CEXI.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)
11/18/2004
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
Class A Common Stock 11/18/2004 A 1,337 A (1) 96,337 D
Class A Common Stock 01/25/2005 G 2,000 D $0 94,337 D
Class A Common Stock 04/05/2005 A 50,000 A $0 144,337 D
Class A Common Stock 04/08/2005 S 16,220 D (2) 128,117 D
Class A Common Stock 07/08/2005 A 35,000 A $0 163,117 D
Class A Common Stock 12/08/2005 S 15,000 D (2) 148,117 D
Class A Common Stock 01/28/2008 C 86,255 A $0.12 234,372 D
Class A Common Stock 02/04/2009 (7) S 17,338 (7) D (2) 217,034 (7) D
Class A Common Stock 02/04/2009 P 250,000 A $0.1 467,034 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
Stock Option (Right to Buy) $0.15 07/17/2007 A 80,000 (3) 07/17/2012 Common Stock 80,000 $0.15 80,000 D
2007 10% Convertible Loan $0.12 09/12/2007 P 86,255 09/12/2007 09/12/2008 Common Stock 86,255 (4) $10,000 $10,000 D
2007 10% Convertible Loan $0.12 01/28/2008 C $10,351 (4) 09/12/2007 09/12/2008 Common Stock 86,255 $10,351 $0 D
Warrant (4) $0.24 01/28/2008 C 86,255 01/28/2008 01/28/2010 Common Stock 86,255 $0 86,255 D
Stock Option (Right to Buy) $0.3 04/16/2008 A 280,000 (5) 04/16/2003 Common Stock 280,000 $0.3 360,000 D
Warrant (6) $0.2 02/01/2009 A 125,000 02/01/2009 02/01/2011 Common Stock 125,000 $0.2 211,255 D
Explanation of Responses:
1. The holder acquired these shares in a settlement of Shareholder Derivative Lawsuit against Loch Harris, a third party separate from the holder and the Company.
2. The holder is unable to report the price for which these shares were disposed.
3. 40,000 options vested immediately and the remaining 40,000 options vested July 17, 2008. Options are subject to forfeiture if the holder ceases to be a director of CDEX.
4. These shares and warrants were issued upon conversion of the 2007 10% Convertible Loan. The original loan amount was $10,000. The loan balance and the underlying shares were subject to adjustment for accrued and unpaid interest. An equal number of warrants were also issuable upon conversion.
5. 70,000 options vest at the end of each 12-month period from the grant date (4/16/08). Options are subject to forfeiture if the holder ceases to be a director of CDEX.
6. The warrants were issued as part of a Stock Purchase Agreement for 250,000 shares. Holder shall receive 125,000 warrant shares at a price of $.20 as part of the Agreement.
7. After research, the holder is unable to report all transactions that occurred. However, the holder is able to report the total number of shares he possesses prior to the transaction occurring on February 4, 2009 and therefore, give an accurate number of shares he beneficially owns.
/s/ George Dials 02/27/2009
** 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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