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^*

Vicis Capital, LLC

(Last)

(First)

(Middle)

445 PARK AVENUE,

SUITE 1901

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEER VALLEY CORP [ DVLY.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	03/30/2012		J⁽⁵⁾		1,096,291	D	⁽⁵⁾	12,310,458	I⁽¹⁾	By Vicis Capital Master Fund

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)
Call Options (obligations to sell)	$12,000,000	03/31/2012		E			1	01/06/2011	03/31/2012	Common Stock	⁽⁴⁾	$0	0	I⁽¹⁾	By Vicis Capital Master Fund
Series E Convertible Preferred Stock	$0	03/30/2012		J			1,000,000	⁽²⁾	⁽³⁾	Common Stock	1,000,000	⁽⁵⁾⁽⁶⁾	0	I⁽¹⁾	By Vicis Capital Master Fund
Series C Convertible Preferred Stock	$0	03/30/2012		J			22,463	⁽²⁾	⁽³⁾	Common Stock	2,246,300	⁽⁵⁾⁽⁶⁾	0	I⁽¹⁾	By Vicis Capital Master Fund
Call Options (obligations to sell)	⁽⁵⁾⁽⁶⁾	03/30/2012		J			1⁽⁵⁾	⁽²⁾	06/01/2013	Common Stock	12,310,458	⁽⁵⁾⁽⁶⁾	1⁽⁵⁾⁽⁶⁾	I⁽¹⁾	By Vicis Capital Master Fund

1. Name and Address of Reporting Person^*

Vicis Capital, LLC

(Last)

(First)

(Middle)

445 PARK AVENUE,

SUITE 1901

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Vicis Capital Master Fund

(Last)

(First)

(Middle)

445 PARK AVENUE,

SUITE 1901

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents the indirect holdings of Vicis Capital, LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital, LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital, LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares.

2. Immediately.

3. None.

4. On January 6, 2011, Vicis Capital Master Fund entered into a Securities Option and Right of First Refusal Agreement (the "Option Agreement") with a private party (the "Optionee"). Pursuant to the Option Agreement, the Fund granted the Optionee an option to purchase from the Fund all, but not less than all, of the following: (i) 13,406,749 shares of the Issuer's Common Stock; (ii) 22,463 shares of the Issuer's Series C Convertible Preferred Stock; and (iii) 1,000,000 shares of the Issuer's Series E Convertible Preferred Stock (the "Securities"). On March 31, 2012, the Option Agreement expired pursuant to its terms prior to being exercised by the Optionee. Pursuant to Rule 16(b)-6(d) under the Securities Exchange Act of 1934, as amended, the expiration of the Option qualifies for exemption from Section 16(b).

5. On March 30, 2012, Vicis Capital Master Fund entered into a Common Stock Redemption Agreement and a Securities Redemption and Purchase Agreement (collectively, the "Redemption Agreements") with the Issuer. Pursuant to the Redemption Agreements, the Issuer redeemed from the Fund the following: (i) 22,463 shares of the Issuer's Series C Preferred Stock; (ii) 1,000,000 shares of the Issuer's Series E Preferred Stock; and (iii) 1,096,291 shares of the Issuer's Common Stock (collectively, the "Securities"), and the Fund granted the Issuer an option to purchase from the Fund its remaining shares of the Issuer's Common Stock (the "Option"). In consideration for the Securities and the grant of the Option, the Issuer paid the Fund $3,199,940.

6. Upon the Issuer's exercise of the option, the Issuer shall pay the Fund an aggregate exercise price of (i) $5,300,000 if the Option is exercised before June 1, 2012; (ii) $6,300,000 if the Option is exercised between June 2, 2012 and August 1, 2012; (iii) $6,800,000 if the Option is exercised between August 2, 2012 and December 1, 2012; or (iv) $7,300,000 if the Option is exercised between December 2, 2012 and June 1, 2013.

	/s/ Andrew Comito, Compliance Officer, Vicis Capital, LLC	04/03/2012
	/s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund	04/03/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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