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^*

Lava Management LLC

(Last)

(First)

(Middle)

PAUAHI TOWER

1001 BISHOP STREET, SUITE 1570

(Street)

HONOLULU

96813

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOKU SCIENTIFIC INC [ HOKU ]

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)
02/07/2006

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	02/07/2006		S		5,715	D	$8.83	2,070,884	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		1,254	D	$8.82	2,069,630	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		348	D	$8.81	2,069,282	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		1,459	D	$8.8	2,067,823	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		1,603	D	$8.79	2,066,220	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		1,677	D	$8.78	2,064,543	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		3,484	D	$8.77	2,061,059	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		70	D	$8.74	2,060,989	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		577	D	$8.73	2,060,432	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		488	D	$8.72	2,059,944	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		209	D	$8.71	2,059,735	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		1,422	D	$8.69	2,058,313	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		S		697	D	$8.68	2,057,616	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/07/2006		J⁽⁴⁾		1,096,923	D	$0.00	960,693	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		1,809	D	$8.85	958,884	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		73	D	$8.82	958,811	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		73	D	$8.81	958,738	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		2,044	D	$8.8	956,694	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		145	D	$8.79	956,549	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		861	D	$8.77	955,688	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		2,315	D	$8.76	953,373	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		47,920	D	$8.75	905,453	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		723	D	$8.74	904,730	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		723	D	$8.73	904,007	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		1,481	D	$8.7	902,526	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		2,170	D	$8.69	900,356	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		332	D	$8.67	900,024	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		1,302	D	$8.66	898,722	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		1,412	D	$8.65	897,310	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/08/2006		S		72	D	$8.62	897,238	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

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)

1. Name and Address of Reporting Person^*

Lava Management LLC

(Last)

(First)

(Middle)

PAUAHI TOWER

1001 BISHOP STREET, SUITE 1570

(Street)

HONOLULU

96813

(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^*

Watanabe Group LLC

(Last)

(First)

(Middle)

PAUAHI TOWER

1001 BISHOP STREET, SUITE 1570

(Street)

HONOLULU

96813

(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^*

Watanabe Gwendolyn A

(Last)

(First)

(Middle)

PAUAHI TOWER

1001 BISHOP STREET, SUITE 1570

(Street)

HONOLULU

96813

(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^*

Lava Ventures VII LP

(Last)

(First)

(Middle)

PAUAHI TOWER

1001 BISHOP STREET, SUITE 1570

(Street)

HONOLULU

96813

(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^*

LAVA VENTURES III LLC

(Last)

(First)

(Middle)

PAUAHI TOWER

1001 BISHOP STREET, SUITE 1570

(Street)

HONOLULU

96813

(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^*

Lava Ventures, LLC

(Last)

(First)

(Middle)

PAUAHI TOWER

1001 BISHOP STREET, SUITE 1570

(Street)

HONOLULU

95813

(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. Shares owned directly by Lava Ventures VII, LP ("LV7"). Lava Management, LLC ("Lava Management"), the Designated Filer, is the general partner of LV7 and has sole voting and investment control over the shares owned by LV7.

2. Watanabe Group, LLC ("Watanabe Group") is the managing member of Lava Management and Gwendolyn A. Watanabe is the manager of Watanabe Group. Watanabe Group and Ms. Watanabe may be deemed to share voting and investment control over the shares held by LV7.

3. Lava Management, Watanabe Group and Ms. Watanabe disclaim beneficial ownership of the shares held by LV7 except to the extent of any pecuniary interest therein.

4. Distribution of shares by LV7 to certain of its limited partners.

Remarks:

Each Reporting Person disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities being reported herein as being directly owned by such Reporting Person. This report is the second of five reports, each on a separate Form 4, but relating to the same transaction being filed by the Reporting Persons listed on Exhibit 99.

	/s/ Gwendolyn A. Watanabe, as manager of Watanabe Group, LLC, managing member of Lava Management, LLC	02/09/2006
	/s/ Gwendolyn A. Watanabe, as manager of Watanabe Group, LLC	02/09/2006
	/s/ Gwendolyn A. Watanabe	02/09/2006
	/s/ Gwendolyn A. Watanabe, as manager of Watanabe Group, LLC, managing member of Lava Management, LLC, general partner of Lava Ventures VII, LP	02/09/2006
	/s/ Gwendolyn A. Watanabe, as manager of Watanabe Group, LLC, managing member of Lava Management, LLC, manager of Lava Ventures III, LLC	02/09/2006
	/s/ Gwendolyn A. Watanabe, as manager of Watanabe Group, LLC, manager of Lava Ventures, LLC	02/09/2006
	** 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).
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.