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^*

ANGELINI ANTHONY

(Last)

(First)

(Middle)

5353 NATHAN LANE

(Street)

PLYMOUTH

55442

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZOMAX INC /MN/ [ ZOMX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & Chief Exec Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2006

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	04/19/2006		A		150,000⁽¹⁾	A	$0	198,727	D
Common Stock	04/19/2006		A		150,000⁽²⁾	A	$0	348,727	D
Common Stock								37,000	I	By trust

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)
Stock Option (right to buy)	$2.688							⁽³⁾	02/03/2008	Common Stock	53,800		53,800	D
Stock Option (right to buy)	$2.203							⁽³⁾	11/18/2008	Common Stock	275,000		275,000	D
Stock Option (right to buy)	$5.86							05/09/2005	05/08/2011	Common Stock	257,561		257,561	D
Stock Option (right to buy)	$5.86							⁽⁴⁾	05/08/2011	Common Stock	270,439		270,439	D
Stock Option (right to buy)	$4.45							⁽⁵⁾	02/17/2014	Common Stock	125,000		125,000	D
Stock Option (right to buy)	$2.88							⁽⁶⁾	06/23/2015	Common Stock	150,000		150,000	D

Explanation of Responses:

1. Restricted stock award which vests in three annual increments of 50,000 shares beginning on April 19, 2007.

2. Restricted stock award which vests upon certain performance targets.

3. Fully exercisable.

4. Original option (270,439 shares) exercisable: 67,610 shares on May 9, 2002, 2003 and 2004 and 67,609 shares on May 9, 2005.

5. Original option (125,000 shares) exercisable in four annual increments of 31,250 shares beginning on February 18, 2005.

6. Original option (150,000 shares) exercisable in four annual increments of 37,500 shares beginning on June 24, 2006.

Remarks:

	/s/ Diane Heney as Agent for Anthony Angelini pursuant to Power of Attorney previously filed.	04/21/2006
	** 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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