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*
Vicis Capital, LLC

(Last) (First) (Middle)
445 PARK AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DEER VALLEY CORP [ DVLY.OB ]
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)
12/15/2008
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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value per share 12/15/2008 P 20,000 A $1.25 4,816,915 I(1) By Vicis Capital Master Fund
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
Series A Conv. Preferred Stock, $.01 par value per share $0.75 (2) (3) Common Stock 600,000 492,500 I(1) By Vicis Capital Master Fund
Series B Warrant to Purchase Common Stock $2.25 (2) 03/07/2013 Common Stock 3,283,334 3,283,334 I(1) By Vicis Capital Master Fund
Series B Warrant to Purchase Common Stock $1.5 08/11/2006 03/07/2011 Common Stock 6,566,668 6,566,668 I(1) By Vicis Capital Master Fund
Series E Conv. Preferred Stock, $.01 par value per share $0 (2) (3) Common Stock 1,000,000 1,000,000 I(1) By Vicis Capital Master Fund
Series F Warrant to Purchase Common Stock $2.25 (2) 07/23/2012 Common Stock 250,000 250,000 I(1) By Vicis Capital Master Fund
Series C Conv. Preferred Stock, $.01 par value $0 (2) (3) Common Stock 2,246,300 22,463 I(1) By Vicis Capital Master Fund
Series C Warrant to Purchase Common Stock $0.75 (2) 01/18/2012 Common Stock 2,000,000 2,000,000 I(1) By Vicis Capital Master Fund
Series BD Warrant to Purchase Common Stock $1.5 (2) 01/18/2012 Common Stock 421,683 421,683 I(1) By Vicis Capital Master Fund
Series BD Warrant to Purchase Common Stock $2.25 (2) 01/18/2012 Common Stock 210,841 210,841 I(1) By Vicis Capital Master Fund
Series F Warrant to Purchase Common Stock $0.75 11/16/2006 11/16/2011 Common Stock 2,000,000 2,000,000 I(1) By Vicis Capital Master Fund
Series F Warrant to Purchase Common Stock $1.5 11/16/2006 11/16/2011 Common Stock 750,000 750,000 I(1) By Vicis Capital Master Fund
Series A Warrant to Purchase Common Stock $1.5 (2) 12/04/2011 Common Stock 364,178 364,178 I(1) By Vicis Capital Master Fund
1. Name and Address of Reporting Person*
Vicis Capital, LLC

(Last) (First) (Middle)
445 PARK AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10022

(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*
Vicis Capital Master Fund

(Last) (First) (Middle)
445 PARK AVENUE, 16TH FLOOR

(Street)
NEW YORK NY 10022

(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. Represents the indirect holdings of Vicis Capital LLC. All of the foregoing represents securities held directly by Vicis Capital Master Fund. Vicis Capital LLC acts as investment advisor to Vicis Capital Master Fund and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Vicis Capital LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares.
2. Immediately.
3. None.
/s/ Andrew Comito, Compliance Officer, Vicis Capital LLC 12/16/2008
/s/ Andrew Comito, Authorized Representative, Vicis Capital Master Fund 12/16/2008
** 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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