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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ODONNELL JEFFREY F (Last) (First) (Middle) 147 KEYSTONE DRIVE (Street) MONTGOMERYVILLE PA 18936 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PHOTOMEDEX INC [ PHMD ]	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) 01/15/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock (Restricted)(1)	01/15/2006		A		525,000	A	$0.01(1)	528,000	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Options	$2.5	01/15/2006		A		200,000		(2)	01/15/2016	Common Stock	200,000	$0	750,000	D

Explanation of Responses:

1. The shares have been granted pursuant to the Company's 2005 Equity Compensation Plan (the "2005 Equity Plan"), and are subject to the Company's right of repurchase based on certain performance and time restrictions following the date of award. The right of repurchase will lapse on 20% of the shares for each year, during the years ending December 31, 2006 through 2010, in which the price of the Company's common stock achieves certain specified target prices. Thereafter, to the extent that such shares remain subject to repurchase by the Company, the Company's right to repurchase lapses ratably on the shares during each of the fifth, sixth and seventh anniversaries of the date of award. Certain vesting provisions with respect to the performance restrictions of the shares apply in the event of a change of control of the Company based on the per-share purchase price paid or deemed paid in connection with such change in control.

2. The options vest ratably over the five years following the date of award, except that in the event of a Sale of the Company (as such term is defined in the 2005 Equity Plan), the options will become fully exercisable and immediately vested.

	/s/ Jeffrey F. O'Donnell	01/17/2006
	** 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).
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