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^*

FINGERHUT BARRY K

(Last)

(First)

(Middle)

825 THIRD AVENUE, 32ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VCAMPUS CORP [ VCMP ]

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)
11/25/2003

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	11/25/2003		P		15,000	A	$1.2867	1,437,054	D
Common Stock								6,340	I	By Spouse
Common Stock								135,376	I	Footnote⁽¹⁾
Common Stock								10,922	I	Footnote⁽¹⁾
Common Stock								42,225	I	Footnote⁽²⁾

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)
Warrant to Buy	$2							03/30/2004	⁽³⁾	Common Stock	77,220		77,220	D
Warrant to Buy	$5							05/15/2003	⁽¹²⁾	Common Stock	11,475		11,475	D
Warrant to Buy	$2.99							03/27/2003	⁽¹¹⁾	Common Stock	27,555		27,555	D
Warrant to Buy	$2.99							03/27/2003	⁽¹¹⁾	Common Stock	9,185		9,185	I	Footnote⁽²⁾
Warrant to Buy	$4.35							02/06/2003	⁽¹⁰⁾	Common Stock	9,493		9,493	D
Warrant to Buy	$2.74							11/13/2002	⁽⁹⁾	Common Stock	2,000		2,000	D
Warrant to Buy	$2.42							09/30/2002	⁽⁸⁾	Common Stock	67,500		67,500	D
Warrant to Buy	$4							05/30/2002	⁽⁷⁾	Common Stock	107,142		107,142	D
Warrant to Buy	$4							05/30/2002	⁽⁶⁾	Common Stock	14,585		14,585	D
Warrant to Buy	$4							05/30/2002	⁽⁵⁾	Common Stock	76,552		76,552	D
Warrant to Buy	$4							06/28/2002	⁽⁴⁾	Common Stock	2,858		2,858	D
Warrant to Buy	$17.92							05/29/2001	05/29/2006	Common Stock	3,750		3,750	D
Warrant to Buy	$10.76							03/29/2001	03/29/2004	Common Stock	25,000		25,000	D
Stock Option	$9.375							02/27/2001	02/27/2006	Common Stock	5,000		5,000	D
Warrant to Buy	$3.85							06/06/2003	⁽¹³⁾	Common Stock	212,059		212,059	D
Warrant to Buy	$3.85							06/06/2003	⁽¹³⁾	Common Stock	8,406		8,406	I	Footnote⁽²⁾
Warrant to Buy	$3.85							06/06/2003	⁽¹³⁾	Common Stock	10,928		10,928	I	Footnote⁽¹⁾
Warrant to Buy	$3.85							06/06/2003	⁽¹³⁾	Common Stock	929		929	I	Footnote⁽¹⁾

Explanation of Responses:

1. The shares are held by an investment partnership of which the Reporting Person serves as an officer of the General Partner. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. The shares are held in a joint account with respect to which the Reporting Person has investment and voting power.

3. This Warrant will expire at 5:00 p.m. on the earlier of: (i) September 30, 2006 or (ii) twenty (20) days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive trading days was a price equal to at least three (3) times the Exercise Price.

4. This Warrant will expire at 5:00 p.m. on the earlier of: (i) June 28, 2007 or (ii) fifteen (15) days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive trading days was a price equal to at least three (3) times the Exercise Price.

5. This Warrant will expire at 5:00 p.m. on the earlier of: (i) May 9, 2007, or (ii) fifteen (15) days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive trading days was a price equal to at least three (3) times the Exercise Price.

6. This Warrant will expire at 5:00 p.m. on the earlier of: (i) March 31, 2007, or (ii) fifteen (15) days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive trading days was a price equal to at least three (3) times the Exercise Price

7. The Warrant will expire at 5:00 p.m. on the earlier of: (i) December 28, 2006; or (ii) fifteen (15) days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its principal market for twenty (20) consecutive trading days was a price equal to at least three (3) times the exercise price.

8. This Warrant will expire at 5:00 p.m. on the earlier of: (i) September 30, 2007, or (ii) fifteen days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive trading days was a price equal to at least three (3) times the exercise price.

9. This Warrant will expire at 5:00 p.m. on the earlier of: (i) November 13, 2007, or (ii) fifteen days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive trading days was a price equal to at least three (3) times the exercise price.

10. This Warrant will expire at 5:00p.m. on the earlier of : (i) February 6, 2008, or (ii) fifteen days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive days was a price equal to at least three (3) times the exercise price.

11. This Warrant will expire at 5:00p.m. on the earlier of: (i) March 27, 2008, or (ii) fifteen days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive days was a price equal to at least three (3) times the exercise price.

12. This Warrant will expire at 5:00p.m. on the earlier of : (i) May 15, 2008, or (ii) fifteen days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive days was a price equal to at least three (3) times the exercise price.

13. This Warrant will expire at 5:00 p.m. on the earlier of : (i) June 6, 2008, or (ii) fifteen days after the Issuer notifies the Reporting Person in writing that the average closing bid price of the Issuer's Common Stock on its Principal Market for twenty (20) consecutive days was a price equal to at least three (3) times the exercise price.

	By: /s/ Barry K. Fingerhut	11/26/2003
	** 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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