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^*

Polis Jerry E

(Last)

(First)

(Middle)

980 AMERICAN PACIFIC DRIVE

SUITE 111

(Street)

HENDERSON

89014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASI TECHNOLOGY CORP [ ASIT ]

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)
05/27/2010

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	05/27/2010		M		40,000⁽¹⁾	A	$0.2	170,927	D
Common Stock	05/28/2010		J		1,350,000⁽²⁾	A	$0.1667	4,980,927	I	By Family Trust
Common Stock	05/28/2010		J		180,000⁽²⁾	A	$0.1667	280,000	I	By Polis Family LLC
Common Stock								3,436,888	I	By Davric Corporation

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)
Stock Option - Right to Buy	$0.2	05/27/2010		M			40,000⁽¹⁾	01/08/2010	01/07/2015⁽³⁾	Common Stock	40,000	$0	0	D
Stock Option - Right to Buy	$0.275							02/09/2009	02/08/2014⁽³⁾	Common Stock	20,000		20,000	D
Stock Option - Right to Buy	$0.45							01/28/2008	01/15/2013⁽³⁾	Common Stock	20,000		20,000	D
Stock Option - Right to Buy	$0.45							12/12/2006	12/11/2011⁽³⁾	Common Stock	20,000		20,000	D
Stock Option - Right to Buy	$0.4							01/09/2006	01/08/2011⁽³⁾	Common Stock	10,000		10,000	D
Stock Purchase Warrant - Right to Buy	$0.0667	05/28/2010		J		375,000⁽⁴⁾		05/28/2010	12/31/2014	Common Stock	375,000	$0	375,000	I	By Family Trust
Stock Option - Right to Buy	$0.1667	05/31/2010		A		300,000⁽⁵⁾		08/31/2010	05/31/2020	Common Stock	300,000	$0	300,000	D

Explanation of Responses:

1. Represents out of the money options exercised and related restricted shares issued.

2. Represents restricted shares received in connection with an Agreement and Plan of Recapitalization dated May 28, 2010 between ASI Technology Corporation and NxOpinion, LLC based on units held in NxOpinion.

3. Pursuant to the terms of an Agreement and Plan of Recapitalization dated May 28, 2010 between ASI Technology Corporation and NxOpinion, LLC these options are vested and exercisable for the remainder of their stated term regardless of the employment or consultancy status of the option holder.

4. Represents restricted warrants received in connection with an Agreement and Plan of Recapitalization dated May 28, 2010 between ASI Technology Corporation and NxOpinion, LLC based on warrants held in NxOpinion.

5. Grant of options under the 2010 Incentive Plan that vest quarterly over a two year period from date of grant subject to continued service and other conditions.

Remarks:

Mr. Polis resigned as Chairman and President on May 28, 2010.

	/s/ by James A Barnes as attorney-in-fact for Jerry E Polis	06/01/2010
	** 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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