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*
DERRICK DAVID G

(Last) (First) (Middle)
150 WEST CIVIC CENTER DRIVE, SUITE 400

(Street)
SANDY UT 84070

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REMOTE MDX INC [ RMDX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2007
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 06/30/2007 X(6) 1,500,000 A $1.3 4,896,094 D
Common Stock 06/30/2007 X(6) 250,000 A $0.6 5,146,094 D
Common Stock 06/30/2007 X(6) 500,000 A $0.56 5,646,094 D
Common Stock 07/01/2007 S(8) 568,000 D $1.05 5,078,094 D
Common Stock 07/05/2007 J(3) 937,500 D $0 4,140,594 D
Common Stock 07/25/2007 S(8) 2,250,000 A $1.3 1,890,594 D
Common Stock 06/30/2007 X(7) 1,000,000 A $0.54 4,340,616 I(1) Note 1
Common Stock 06/30/2007 X(7) 500,000 A $0.75 4,840,616 I(1) Note 1
Common Stock 07/01/2007 S(8) 1,101,000 D $1.05 3,739,616 I(1) Note 1
Common Stock 07/05/2007 J(3) 1,875,000 A $0 5,614,616 I(1) Note 1
Common Stock 07/11/2007 C 615,969 A $0 6,230,585 I(1) Note 1
Common Stock 07/25/2007 S(8) 1,500,000 D $1.3 4,730,585 I(1) Note 1
Common Stock 07/25/2007 J(4) 500,000 A $1.3 5,230,585 I(1) Note 1
Common Stock 07/11/2007 C(5) 30,228 A $0 30,228(2) I(2) Note 2(2)
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
Series A Convertible Preferred Stock $0(5) 07/11/2007 C 853.97 (5) (5) Common Stock 615,969 $0 0 I(1) Note 1
Series A Convertible Preferred Stock $0 07/11/2007 C 81.7 (5) (5) Common Stock 30,228 $0 0 D
Options(9) $1.3 06/30/2007 X 1,500,000 03/06/2007 07/04/2007 Common Stock 1,500,000 $0 0 D
Options $0.6 06/30/2007 X 250,000 05/18/2006 05/17/2011 Common Stock 250,000 $0 0 D
Options $0.56 06/30/2007 X 500,000 02/16/2006 02/15/2011 Common Stock 500,000 $0 0 D
Options $0.75 06/30/2007 X 500,000 09/30/2004 09/29/2009 Common Stock 500,000 $0 0 I(1) Note 1(1)
Options $0.54 06/30/2007 X 1,000,000 05/18/2004 05/17/2009 Common Stock 1,000,000 $0 0 I(1) Note 1(1)
Explanation of Responses:
1. Mr. Derrick is the Secretary and Treasurer of ADP Management Corporation ("ADP"). The shares indicated as being owned indirectly are owned of record by ADP and indirectly by Mr. Derrick in light of his management relationship with ADP, and are listed separately from those shares owned by Mr. Derrick directly.
2. Mr. Derrick is the owner of MK Financial ("MK"). The shares indicated as being owned indirectly are owned of record by MK and indirectly by Mr. Derrick in light of his ownership relationship with MK, and are listed separately from those shares owned by Mr. Derrick directly.
3. The shares of common stock represented by this entry were transferred for no consideration by Mr. Derrick to ADP with no resulting change in beneficial ownership as Mr. Derrick indirectly owns such shares.
4. The shares represented by this entry were issued by the Issuer to ADP as compensation for a $5,000,000 line of credit issued by ADP to the Issuer.
5. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date.
6. Exercise of options beneficially owned by Mr. Derrick.
7. Exercise of options beneficially owned by ADP.
8. Private sale of restricted securities to a single buyer.
9. These options were exercised on June 30, 2007. The exercise price was paid through the issuance of a note to the Issuer, which was paid in full on July 25, 2007.
David G. Derrick 08/06/2007
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.