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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
Goerner Frederick C

(Last) (First) (Middle)
6183 PASEO DEL NORTE, #180

(Street)
CARLSBAD CA 92011

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PATRIOT SCIENTIFIC CORP [ PTSC.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2008
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 03/04/2008 P 10,000 A $0.38 10,000 I By his trust
Common Stock 03/04/2008 P 7,500 A $0.3821 17,500 I By his trust
Common Stock 03/04/2008 P 5,000 A $0.3834 22,500 I By his trust
Common Stock 03/04/2008 P 5,000 A $0.3846 27,500 I By his trust
Common Stock 03/04/2008 P 7,500 A $0.3858 35,000 I By his trust
Common Stock 03/04/2008 P 10,000 A $0.3867 45,000 I By his trust
Common Stock 03/04/2008 P 7,500 A $0.3872 52,500 I By his trust
Common Stock 03/04/2008 P 7,500 A $0.3875 60,000 I By his trust
Common Stock 03/04/2008 P 5,000 A $0.3877 65,000 I By his trust
Common Stock 03/04/2008 P 7,500 A $0.388 72,500 I By his trust
Common Stock 03/04/2008 P 25,000 A $0.3885 97,500 I By his trust
Common Stock 03/04/2008 P 2,500 A $0.3885 100,000 I By his trust
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
Stock Option (right to buy) $0.4 02/29/2008 A 300,000 02/29/2008 02/28/2013 Common Stock 300,000 $0 300,000 D
Stock Option (right to buy) $0.4 02/29/2008 A 700,000 ( 1 ) 02/28/2013 Common Stock 700,000 $0 700,000 D
Stock Option (right to buy) $0.4 02/29/2008 A 2,000,000 ( 2 ) 02/28/2013 Common Stock 2,000,000 $0 2,000,000 D
Explanation of Responses:
1. These options vest upon Mr. Goerner's completion of an interim period as CEO and/or conversion to permanent CEO. If the interim period is terminated prior to 120 days, a pro-rata portion of these options will vest.
2. These options vest upon Mr. Goerner's conversion to permanent CEO and the occurrence of any of the following: (a) A successful M & A acquisition brought forth by Mr. Goerner, (a merger or acquisition with TPL excluded), approved by the board of directors, (b) Movement of our stock onto a different AMEX or Nasdaq exchange, approved by the board of directors, (c) Any other action by Mr. Goerner having the effect of a sustained, substantial increase in shareholder value, approved by the board of directors, or (d) Approval by the board of directors.
Remarks:
/s/ Frederick C. Goerner 03/13/2008
** 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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