X0202 4 2007-12-20 0 0001279715 NATIONAL PATENT DEVELOPMENT CORP NPDV 0001222708 BELKNAP JOHN C NATIONAL PATENT DEVELOPMENT CORPORATION 10 EAST 40TH STREET, SUITE 3110 NEW YORK NY 10016 1 1 0 0 Vice President Options to purchase common stock 2.45 2007-12-20 4 A 0 181240 0 A 2007-12-01 2017-03-01 Common Stock 181240 400000 D Options to purchase an aggregate of 400,000 shares of common stock were granted to Mr. Belknap under the 2003 Incentive Stock Plan (the "Plan") on March 1, 2007. Of this amount, the grant of options to purchase 181,240 shares (the "Remaining Portion") was subject to approval by the shareholders of the issuer of an amendment to the Plan (the "Amendment"). Thus, at the time, only the grant of options to purchase 218,760 shares was reported on Form 4. On December 20, 2007, shareholders of the issuer approved the Amendment, and the Remaining Portion is now being reported on this Form 4. The options to purchase common stock vest under the following schedule: one-third of the options vested on December 1, 2007, one-third of the options will vest on December 1, 2008 and the remaining one-third of the options will vest on December 1, 2009. /s/ John C. Belknap 2007-12-21