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*
REFSLAND EARL R

(Last) (First) (Middle)
1720 SUBLETT AVENUE

(Street)
ST. LOUIS MO 63110

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALLIED HEALTHCARE PRODUCTS INC [ AHPI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2009
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)
Code V Amount (A) or (D) Price
Common Stock 08/20/2009 M 542,000 A $2 724,300 D
Common Stock 08/20/2009 F 351,441(1) D $4.24 372,859 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $2 08/20/2009 M 542,000(2) 09/07/2003 08/23/2009 Common Stock 542,000 $0 0 D
Explanation of Responses:
1. Reflects 351,441 shares withheld by the Issuer at the market price of $4.24 per share less an exercise price of $2.00 per share to (i) fund the cashless exercise of 542,000 options and (ii) pay the amount of any federal, state and/or local income withholding tax arising from such exercise.
2. Stock options under the Issuer's 1999 Incentive Stock Plan. The option shares are fully vested.
Remarks:
The transactions reported in Table I above reflect the cashless exercise of stock options. The cashless exercise for the options is reported in two (2) lines. The first line of the cashless exercise transaction is coded M in column 3 of Table I above and reports in column 4 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price with Code A for acquired. The line coded F in column 3 of Table I above relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options and tax withholdings associated therewith, such deduction reflected by Code D for disposed. The number of shares on a net basis actually owned by the Reporting Person after the cashless exercise of the options and the reduction for tax withholdings is the amount by which the first line for each cashless exercise exceeds the second line for the same cashless exercise. All transactions are exempt from Section 16(b) by reason of Rule 16b-3. The transaction reported in Table II above, reflects the disposition of the same stock options whose cashless exercise is disclosed in Table I above.
/s/ Earl R. Refsland 08/24/2009
** 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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