| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PATRIOT SCIENTIFIC CORP [ PTSC.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
02/29/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||