| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AspenBio Pharma, Inc. [ APNB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/26/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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(6) | 12/27/2006 | X | 90,000 | A | $1 | 625,341 | D | |||
| Common Stock | 57,913 | I | By IRA | |||||||
| Common Stock | 73,155 | I | By Wife and Wife's IRA | |||||||
| Common Stock(4)(6) | 12/27/2006 | X | 20,000 | A | $1 | 84,831 | I | By Children | ||
| Common Stock | 3,107 | D(2) | ||||||||
| Common Stock(5)(6) | 12/27/2006 | X | 264,166 | A | $1 | 264,166 | I | By Cambirdge Holdings, Ltd. | ||
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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 | ||||||||
| Warrants(5)(6) | $1 | 12/27/2006 | X | 310,000 | 12/23/2001 | 01/01/2007 | Common Stock | 310,000 | $1 | 0 | I | By Cambridge Holdings, Ltd. | |||
| Warrants(4) | $1 | 12/26/2006 | G | 40,000 | 12/28/2001 | 01/01/2007 | Common Stock | 130,000 | $0 | 90,000 | D | ||||
| Warrants(4) | $1 | 12/26/2006 | G | 20,000 | 12/28/2001 | 01/01/2007 | Common Stock | 20,000 | $0 | 20,000 | I | By Children | |||
| Warrants(4)(6) | $1 | 12/27/2006 | X | 20,000 | 12/28/2001 | 01/01/2007 | Common Stock | 20,000 | $1 | 0 | I | By Children | |||
| Warrants(6) | $1 | 12/27/2006 | X | 90,000 | 12/28/2001 | 01/01/2007 | Common Stock | 90,000 | $1 | 0 | D | ||||
| Warrants | $1.5 | 07/05/2002 | 07/05/2007 | Common Stock | 100,000 | 100,000 | I | By Cambridge Holdings, Ltd. | |||||||
| Stock Options(1) | $1.21 | 01/19/2005 | 01/19/2014 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Warrants | $1.5 | 08/19/2004 | 08/19/2009 | Common Stock | 28,571 | 28,571 | I | By Cambridge Holdings, Ltd | |||||||
| Stock Options | $0.8 | 03/28/2005 | 03/28/2015 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Warrants(3) | $1.35 | 05/06/2005 | 05/06/2010 | Common Stock | 23,000 | 23,000 | D | ||||||||
| Warrants(3) | $1.35 | 05/06/2005 | 05/06/2010 | Common Stock | 20,018 | 20,018 | I | By Children | |||||||
| Explanation of Responses: |
| 1. The aggregate number of stock options acquired on January 19, 2004 was 100,000. One quarter (25,000) of the options vest each year for four years following the date of the grant. |
| 2. Held jointly with Wife |
| 3. Units purchased at a unit price of $0.875, with each unit consisting of one warrant and one share of common stock. |
| 4. Warrants were gifted on December 26, 2006, 20,000 of which were gifted to Mr. Pusey's minor child. This transaction is exempt from Section 16(b) pursuant to Rule 16b-5. The 20,000 warrants held by Mr. Pusey's child were exercised on December 27, 2006. |
| 5. Warrants were exercised as follows: 200,000 warrants at $1 per share of common stock and 110,000 warrants at $1 per share pursuant to a cashless exercise based on the fair value of $2.40 per share of the Comany's common stock for net of 64,166 shares of common stock. |
| 6. This transaction is exempt from Section 16(b) pursuant to Rule 16b-6(b). |
| /s/ Gregory Pusey | 12/27/2006 | |
| ** 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. | ||