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^*

Santilli Carla

(Last)

(First)

(Middle)

150 RAINVILLE ROAD

(Street)

TARPON SPRINGS

34689

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAGNEGAS CORP [ MNGA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2015

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, par value $0.001 per share⁽¹⁾⁽²⁾	01/12/2015		S		68,414⁽³⁾	D	$0.707⁽⁴⁾	5,327,379	D
Common stock, par value $0.001 per share	01/13/2015		S		87,500⁽³⁾	D	$0.767⁽⁴⁾	5,239,879	D
Common stock, par value $0.001 per share	01/14/2015		S		25,000⁽³⁾	D	$0.96⁽⁴⁾	5,214,879	D
Common stock, par value $0.001 per share	01/23/2015		S		22,361⁽³⁾	D	$0.631⁽⁴⁾	5,192,518	D
Common stock, par value $0.001 per share	01/26/2015		S		10,000⁽³⁾	D	$0.64⁽⁴⁾	5,182,518	D
Common stock, par value $0.001 per share	01/27/2015		S		21,500⁽³⁾	D	$0.63⁽⁴⁾	5,160,018	D
Common stock, par value $0.001 per share	01/28/2015		S		4,550⁽³⁾	D	$0.648⁽⁴⁾	5,156,468	D
Common stock, par value $0.001 per share	01/30/2015		S		10,000⁽³⁾	D	$0.64⁽⁴⁾	5,146,468	D
Common stock, par value $0.001 per share	02/02/2015		S		10,000⁽³⁾	D	$0.65⁽⁴⁾	5,136,468	D
Common stock, par value $0.001 per share	02/05/2015		S		14,450⁽³⁾	D	$0.7⁽⁴⁾	5,122,018	D
Common stock, par value $0.001 per share	02/06/2015		S		7,181⁽³⁾	D	$0.71⁽⁴⁾	5,114,837	D
Common stock, par value $0.001 per share	02/09/2015		S		22,319⁽³⁾	D	$0.7⁽⁴⁾	5,092,518	D
Common stock, par value $0.001 per share	03/19/2015		S		1,229⁽³⁾	D	$0.807⁽⁴⁾	5,091,289	D
Common stock, par value $0.001 per share	03/20/2015		S		10,000⁽³⁾	D	$0.81⁽⁴⁾	5,081,289	D
Common stock, par value $0.001 per share	03/20/2015		A		27,894⁽⁵⁾	A	$0.717	5,109,183	D
Common stock, par value $0.001 per share	03/23/2015		S		10,000⁽³⁾	D	$0.861⁽⁴⁾	5,099,183	D
Common stock, par value $0.001 per share	03/24/2015		S		10,000⁽³⁾	D	$0.831⁽⁴⁾	5,089,183	D
Common stock, par value $0.001 per share	03/25/2015		S		10,000⁽³⁾	D	$0.82⁽⁴⁾	5,079,183	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)	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)

Explanation of Responses:

1. The reporting person is hereby disclosing a delinquent Form 4. As of December 31, 2014, the reporting person owned a total of 5,395,793 shares that included: (a) 2,307,829 shares held by Global Alpha, LLC, a privately owned company which is 50% owned by each of the reporting person and the reporting person's spouse, Ruggero Santilli; (b) 1,626,000 shares held by Global Beta, LLC, a privately owned company which is 50% owned by each of the reporting person and Ruggero Santilli; (c) 313,000 shares held by Clean Energies Tech Co., a private company which is 50% owned by Ruggero Santilli; (d) 270,000 shares held by the RM Santilli Foundation, a foundation which is 50% owned by the reporting person; (Continued Note 2)

2. (e) 10,000 shares held in Ruggero Santilli's own name; (f) 525,000 shares of common stock underlying options held by Ruggero Santilli that are presently exercisable; (f) 43,964 shares held in the name of the reporting person; and (g) 300,000 shares of common stock underlying options held by the reporting person that are presently exercisable. This Form 4 does not disclose the transactions in the common stock of the Issuer in which the reporting person engaged from August 23, 2012, the date on which the reporting person filed her last Form 4, through December 31, 2014.

3. Global Beta sold all of the shares of common stock reported in this Form 4 pursuant to a Rule 10b5-1 trading plan.

4. The prices reported in Column 4 for the sales on January 12, January 13, January 14, January 23, January 26, January 27, January 28, January 30, February 2, February 5, February 6, February 9, March 19, March 20, March 23, March 24, and March 25 are weighted average sales prices. These shares were sold pursuant to the 10b5-1 trading plan in multiple transactions at prices ranging from $0.630 to $0.960, inclusive for the trades executed on those dates in January, February, and March. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

5. Acquired in the reporting person's own name pursuant to an award under the MagneGas Corporation 2014 Equity Incentive Award Plan for her services rendered as a member of the Board of Directors for the period of November 16, 2014 through February 15, 2015.

	/s/ Carla Santilli	03/27/2015
	** 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).
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