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^*

KEIL RON

(Last)

(First)

(Middle)

2904 N.E. BURTON, SUITE A

(Street)

VANCOUVER

98662

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VENDINGDATA CORP [ VNDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2004

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⁽¹⁾	04/14/2004		J		5,666	D	$0	0	I	See Note⁽¹⁾
Common Stock								177,654	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)
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)
OPTION/RIGHT TO BUY⁽²⁾	$13							01/15/2001	⁽²⁾	Common Stock	400		400	D
OPTION/RIGHT TO BUY⁽³⁾	$13							01/15/2001	⁽³⁾	Common Stock	200		200	D
OPTION/RIGHT TO BUY⁽⁴⁾	$13							07/02/2001	⁽⁴⁾	Common Stock	200		200	D
OPTION/RIGHT TO BUY⁽⁵⁾	$1.75							07/02/2002	⁽⁵⁾	Common Stock	200		200	D
WARRANT	$1.75							04/19/2003	⁽⁶⁾	Common Stock	2,500		2,500	D
WARRANT	$1.75							01/13/2004	⁽⁶⁾	Common Stock	2,500		2,500	D
OPTION/RIGHT TO BUY⁽⁷⁾	$2.5							03/10/2004	⁽⁷⁾	Common Stock	50,000		50,000	D

Explanation of Responses:

1. On April 14, 2004, and pursuant to a decree of divorce, the marriage of Ronald O. Keil and Susan Keil was dissolved. Pursuant to the Keils' property settlement agreement, Susan Keil retained the 5,666 shares of VendingData Corporation (the "Company") common stock ("Common Stock"), held in her name, as her sole and separate property.

2. As previously reported, on September 13, 1999, the Company, pursuant to its 1999 Directors' Stock Option Plan (the "Plan"), granted Mr. Keil an option to purchase shares of the Company's Common Stock. The option is fully vested and exercisable and expires on the later of September 13, 2009 or three months after Mr. Keil ceases to serve as a director of the Company. In December, 2003, Mr. Keil entered into a Promotional Shares Lock-In Agreement (the "Agreement"), which restricts his ability to transfer or dispose of these options. On December 9, 2003, and in consideration of Mr. Keil's willingess to enter into the Agreement, the Company's Board of Directors determined that the expiration date of these options will be extended by one month for each month that these options are subject to the Agreement.

3. As previously reported, on January 1, 2000, the Company, pursuant to the Plan, granted Mr. Keil an option to purchase shares of Common Stock. The option is fully vested and exercisable and expires on the later of January 1, 2010 or three months after Mr. Keil ceases to serve as a director of the Company. In consideration of the Agreement, and pursuant to the December 9, 2003, action of the Board of Directors, the expiration date of these options will be extended by one month for each month that these options are subject to the Agreement.

4. As previously reported, on January 1, 2001, the Company, pursuant to the Plan, granted Mr. Keil an option to purchase shares of Common Stock. The option is fully vested and exercisable and expires on the later of January 1, 2011 or three months after Mr. Keil ceases to serve as a director of the Company. In consideration of the Agreement, and pursuant to the December 9, 2003, action of the Board of Directors, the expiration date of these options will be extended by one month for each month that these options are subject to the Agreement.

5. As previously reported, on January 1, 2002, and pursuant to the Plan, the Company granted to Mr. Keil an option to purchase shares of Common Stock. The option expires on the later of January 1, 2012 or three months after Mr. Keil ceases to serve as a director of the Company. In consideration of the Agreement, and pursuant to the December 9, 2003, action of the Board of Directors, the expiration date of these options will be extended by one month for each month that these options are subject to the Agreement.

6. These warrants expire 12/18/2004. In consideration of the Agreement, and pursuant to the December 9, 2003, action of the Board of Directors, the expiration date of these warrants will be extended by one month for each month that these warrants are subject to the Agreement.

7. As previously reported, on September 9, 2003, and pursuant to the Plan, the Company granted to Mr. Keil an option to purchase shares of Common Stock. Pursuant to the Plan, the Company granted the option to Mr. Keil in consideration of his services as a member of the Company's Board of Directors. These options expire on September 9, 2008. In consideration of the Agreement, and pursuant to the December 9, 2003, action of the Board of Directors, the expiration date of these options will be extended by one month for each month that these options are subject to the Agreement.

Remarks:

	Stacie L. Brown, Attorney-in-Fact for Ronald O. Keil	04/16/2004
	** 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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