UNITED STATES SECURITIES AND EXCHANGE COMMISSION

4 1 jgform4.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 4

Washington, D.C. 20549

OMB APPROVAL

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
(Print or Type Responses)

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response . . . 0.5

1. Name and Address of Reporting Person*

GLEASMAN, JAMES A.

2. Issuer Name and Ticker or Trading Symbol

TORVEC, INC. ("TOVC")

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

   (Last)                 (First)                 (Middle)


   11 POND VIEW DRIVE

3.   I.R.S. Identification
      Number of Reporting
      Person, if an entity
      (Voluntary)

4.   Statement for
   Month/Year

           NOVEMBER 20, 2002

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

(Street)

ROCHESTER, NY 14534

5. If Amendment,
Date of Original (Month/Year)

7.   Individual or Joint/Group Filing (Check Applicable Line)
     X   Form filed by One Reporting Person
         Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2.   Trans-
   action
   Date

   (Month/
   Day/
   Year)

3.   Trans-
   action
   Code
   (Instr. 8)

4.   Securities Acquired (A)
   or Disposed of (D)
   (Instr. 3, 4 and 5)

5.   Amount of
   Securities
   Beneficially
   Owned at
   End of Month

   (Instr. 3 and 4)

6.   Owner-
   ship
   Form:
   Direct
   (D) or
   Indirect
   (I)
   (Instr. 4)

7.   Nature of
   Indirect
   Beneficial
   Owner-
   ship

   (Instr. 4)

Code

Amount

(A) or
(D)

Price

$.01 PAR VALUE COMMON STOCK

11/20
2002

38,000

----

4,998,060

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).
                                                                                                                                   Potential persons who are to respond to the collection of                                                                              (Over)
                                                                                                                                   Information contained in this form are not required to respond                                                                  SEC 1474 (3-00)
                                                                                                                                   unless the form displays a currently valid OMB control number.

FORM 4 (continued)                                  TABLE II-Derivative Securities Acquired, Disposed of, or Beneficiary Owned
                                                                         (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conver-
sion or
Exercise
Price of
Deri-
vative
Security

3. Trans-
action
Date

(Month/
Day/
Year)

4. Trans-
action
Code
(Instr.8)

5. Number of Deriv-
ative Securities Ac-
dquired (A) or Dis-
posed of (D
(Instr. 3, 4, and 5)

6. Date Exer-
cisable and
Expiration
Date
(Month/Day/
(Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
of
Deriv-
ative
Secur-
ity
(Instr.
5)

9. Number
of Seriv-
ative
Secur-
ities
Bene-
ficially
Owned
at End
of
Month
(Instr. 4)

10. Onwer-
     ship
     Form of
     Deriv-
     ative
     Security:
     Direct
     (d) or
     Indirect
     (I)
     (Instr. 4)

11. Nature
     of
     Indirect
     Benefi-
     cial
     Owner-
     ship
     (Instr. 4)

Date
Exer-cisable

Expira-tion
Date

Title

Amount or
Number of Shares

Code

(A)

(D)

COMMON STOCK OPTION

10/10 2002

10/09 2007

$.01 Par Val Common Stock

270,164

NONQUALIFIED STOCK OPTIONS

12/01 1997

11/30 2007

$.01 Par Val Common Stock

25,000

Explanation of Responses:

*   Exercisable in increments equal to 20% of options granted during each of the first 5 years of option term, on a cumulative basis

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.                                                    _/S/ JAMES A. GLEASMAN_ 11/20/02
     See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).                                                                                                               ** Signature of Reporting Person Date

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
           see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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