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^*

Reichard Gordon Jr

(Last)

(First)

(Middle)

C/O ISCO INTERNATIONAL, INC.

1001 CAMBRIDGE DRIVE

(Street)

ELK GROVE VILLAGE

60007

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ISCO INTERNATIONAL INC [ ISO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2008

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)
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⁽¹⁾	03/10/2008		A		2,000,000	A	$0⁽²⁾	2,000,000	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. Restricted shares awarded to Mr. Reichard, Jr. ("Grantee") which will vest in six installments as follows:( i) 250,000 Restricted Shares will vest on Mar. 17, 2008, if the Grantee remains continuously employed by the Issuer through that date; (ii) an addiitional 250,000 Restricted Shares will vest on Aug. 30, 2008, if the Grantee remains continuously employed by the Issuer through that date; (iii) an additional 500,000 Restricted Shares will vest on Feb. 28, 2009, if the Grantee remains continuously employed by the Issuer through that date; and (iv) an additional 500,000 Restricted Shares will vest on Aug. 30, 2009, if the Grantee remains continuously employed by the Issuer through that date; and (v) an additional 250,000 Restricted Shares will vest on Feb. 28, 2010, if the Grantee remains continuously employed by the Issuer through that date; and (vi) an additional 250,000 Restricted Shares will vest on Aug. 30, 2010, if the Grantee remains continuously employed by the Issuer.

2. Mr. Reichard, Jr. did not pay for the shares in question; they were awarded to him pursuant to the Issuer's Restricted Stock Award Agreement. The 2,000,000 Restricted Shares were awarded to Grantee upon his appointment as Chief Executive Officer of the Issuer, subject to the vesting requirements described in Footnote Number One. The closing price of the subject shares on March 10, 2008 were $0.17 per share.

Remarks:

	Frank Cesario, Attorney-In-Fact for Gordon Reichard, Jr.	03/11/2008
	** 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).
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