-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vh1/nUr1jlWN/Co9UyydJvJXSLc8OzGaRFJXuqJrS77I6UYRnWD3n5NUFoo720d+ wYmmkGo86vUApMhNL9HG0g== 0001001746-01-500048.txt : 20020412 0001001746-01-500048.hdr.sgml : 20020412 ACCESSION NUMBER: 0001001746-01-500048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TARANTINO ROBERT V CENTRAL INDEX KEY: 0001006335 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 57 SOUTHFIELD ROAD CITY: CRANBURY STATE: NJ ZIP: 08512 BUSINESS PHONE: 6097990071 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATARAM CORP CENTRAL INDEX KEY: 0000027093 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 221831409 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30193 FILM NUMBER: 1809631 BUSINESS ADDRESS: STREET 1: P O BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543 BUSINESS PHONE: 6097990071 MAIL ADDRESS: STREET 1: PO BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543 SC 13D/A 1 tar1101.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) DATARAM CORPORATION (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 238-108-20-3 (CUSIP Number) Robert V. Tarantino Route 571 P.O. Box 7528 Princeton, NJ 08543-7528 (609) 799-0071 (Name, Address and Telephone Number of Person Authorized to Receive Notices & Communications) December 10, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] SCHEDULE 13D CUSIP No. 238-108-20-3 1. NAME OF REPORTING PERSON (ENTITIES ONLY) I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS. Robert V. Tarantino 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (SEE INSTRUCTIONS) (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States __________________ | 7. SOLE VOTING POWER 1,061,468 NUMBER OF | SHARES | BENEFICIALLY | 8. SHARED VOTING POWER 17,100 OWNED BY | EACH | REPORTING | 9. SOLE DISPOSITIVE POWER 1,061,468 PERSON | WITH | __________________| 10. SHARED DISPOSITIVE POWER 17,100 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,078,568 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.4% 14. TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) IN Item 1. SECURITY AND ISSUER. This Statement on Schedule 13D is filed with respect to Dataram Corporation (the "Issuer"), which has its principal exec- utive offices at Route 571, P.O. Box 7528, Princeton, NJ 08543- 7528, telephone number (609) 799-0071. This Statement relates to the Issuer's common stock, $1.00 par value (the "Common Stock"). Item 2. IDENTITY AND BACKGROUND. This Statement is filed by Robert V. Tarantino, the President and Chief Executive Officer of the Issuer, who has his principal business address at the address of the Issuer. Mr. Tarantino has not during the last five (5) years been convicted in a criminal proceeding of any offense (excluding traffic violations or similar misdemeanors), nor was he during the last five (5) years a party to a civil proceeding of a judi- cial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Tarantino is a citizen of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This Item is amended to add: This is a voluntary filing to update the filer's Schedule 13D. Mr. Tarantino's beneficial ownership has been adjusted to reflect to a three for two stock split since the last amendment to this schedule. Item 4. PURPOSE OF TRANSACTION. This Item is amended to add: Mr. Tarantino reserves the right to sell additional securities of the Issuer and to purchase additional securities of the Issuer. Item 5. INTEREST IN SECURITIES OF THE ISSUER. This Item is amended to add: At December 10, 2001, (1) Mr. Tarantino owns directly 518,236 shares of Common Stock; (2) Mr. Tarantino owns approximately 303,232 shares through his account with the Company's 401(k) Plan; (3) his wife owns 17,100 shares; and (4) he holds options to purchase 312,800 shares of Common Stock of which options to purchase 240,000 shares are presently exercisable and considered, pursuant to Rule 13d-3, to be beneficially owned. In addition, 60,000 shares will become exercisable on November 18, 2002, and 12,800 shares will become exercisable 25% on November 26, 2002, and 25% on each subsequent anniversary date until the 12,800 shares are fully exercisable. Of these options, 300,000 are exercisable at $2.8125 per share and 12,800 are exercisable at $7.98 per share. Mr. Tarantino may be regarded as sole beneficial owner of all of the above shares, except the shares owned by his wife, as to which his beneficial ownership is shared. Beneficial Ownership ____________________ Sole % Shared % Total % _______ ___ ______ __ _______ ___ Robert Tarantino 1,061,468 12.2 17,100 0.2 707,680 12.4 On December 10, 2001 there were outstanding 8,453,669 shares of Common Stock of the Issuer. Mr. Tarantino has had no transactions in the Common Stock in the last sixty (60) days, except for: On November 26, 2001 Mr. Tarantino was granted an option to purchase 12,400 shares exercisable for a ten-year period at $7.98 a share. This option vests 25% on November 26, 2001 and 25% on each subsequent anniversary date until fully exercisable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. Item 7. MATERIALS TO BE FILED AS EXHIBITS. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: December 10, 2001 ROBERT V. TARANTINO ______________________ Robert V. Tarantino ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----