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 [ VNX ]

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)
06/18/2005

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	06/18/2005		M		5,000	A	$1.75	182,654	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⁽¹⁾	$13							01/15/2001	⁽¹⁾⁽²⁾	Common Stock	400		400	D
Option/Right to Buy⁽³⁾	$13							01/15/2001	⁽²⁾⁽³⁾	Common Stock	200		200	D
Option/Right to Buy⁽⁴⁾	$13							07/02/2001	⁽²⁾⁽⁴⁾	Common Stock	200		200	D
Option/Right to Buy⁽⁵⁾	$1.75							07/02/2002	⁽²⁾⁽⁵⁾	Common Stock	200		200	D
Warrant⁽⁶⁾	$1.75	06/18/2005		M			2,500	04/19/2003	⁽²⁾⁽⁶⁾	Common Stock	2,500	$1.75	2,500	D
Warrant⁽⁶⁾	$1.75	06/18/2005		M			2,500	01/13/2004	⁽²⁾⁽⁶⁾	Common Stock	2,500	$1.75	2,500	D
Option/Right to Buy⁽⁷⁾	$2.5							03/10/2004	⁽²⁾⁽⁷⁾	Common Stock	50,000		50,000	D
Option/Right to Buy⁽⁸⁾	$1.83							08/18/2005	⁽⁸⁾	Common Stock	10,000		10,000	D
Option/Right to Buy⁽⁹⁾	$1.83							08/18/2005	⁽⁹⁾	Common Stock	10,000		10,000	D

Explanation of Responses:

1. As previously reported, on September 13, 1999, VendingData Corporation (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 ("Common Stock"). The options are fully vested and exercisable. They expire the earlier of March 13, 2010 or three months after Mr. Keil ceases to serve as a director of the Company.

2. On December, 2003, Mr. Keil entered into a Promotional Shares Lock-In Agreement (the "Agreement"), which restricted his ability to transfer or dispose of these options. As consideration for the Agreement, the Company's Board of Directors determined that the expiration date of these options would be extended by one month for each month that these options were subject to the Agreement. Since the Agreement was terminated in June 2004, the expiration date of these options was extended for 6 months.

3. As previously reported, on January 1, 2000, the Company, pursuant to the Plan, granted Mr. Keil options to purchase shares of Common Stock. The options are fully vested and exercisable. They expire the earlier of July 1, 2010 or three months after Mr. Keil ceases to serve as a director of the Company.

4. As previously reported, on January 1, 2001, the Company, pursuant to the Plan, granted Mr. Keil options to purchase shares of Common Stock. The options are fully vested and exercisable. They expire the earlier of July 1, 2011 or three months after Mr. Keil ceases to serve as a director of the Company.

5. As previously reported, on January 1, 2002, the Company, pursuant to the Plan, granted to Mr. Keil options to purchase shares of Common Stock. The options are fully vested and exercisable. They expire on the earlier of July 1, 2012 or three months after Mr. Keil ceases to serve as a director of the Company.

6. These warrants were exercised on June 18, 2005.

7. As previously reported, on September 9, 2003, the Company, pursuant to the Plan, granted to Mr. Keil options to purchase shares of Common Stock in consideration of his services as a member of the Company's Board of Directors. The options expire March 9, 2009.

8. As previously reported, on February 16, 2005, the Company, pursuant to the Plan, granted to Mr. Keil options to purchase shares of Common Stock. The options expire the earlier of February 16, 2014 or three months after Mr. Keil ceases to serve as a member of the Board.

9. As previously reported, on February 16, 2005, the Company, pursuant to the Plan, granted to Mr. Keil options to purchase shares of Common Stock. The options expire the earlier of February 16, 2015 or three months after Mr. Keil ceases to serve as a member of the Board.

Remarks:

	/s/ Ronald O. Keil	06/20/2005
	** 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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