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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

LEEBURG LOUIS

(Last)

(First)

(Middle)

2603 CHALLENGER TECH CT

SUITE 100

(Street)

ORLANDO

32826

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIGHTPATH TECHNOLOGIES INC [ LPTH ]

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)
08/01/2008

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)
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)
Class A Common								6,183	D
Class A Common⁽⁵⁾	08/01/2008		A		333.33	A	$1.4	238	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)
Non-qualified stock option	$2.41							11/10/2006	11/10/2015	Class A Common	2,033		0	D
Non-qualified stock option	$2.41							11/10/2007	11/10/2015	Class A Common	2,033		0	D
Non-qualified stock option	$2.41							11/10/2008	11/10/2015	Class A Common	2,034		0	D
Restricted stock unit	$0⁽¹⁾							11/10/2006⁽²⁾	11/10/2015	Class A Common	3,333		0	D
Restricted stock unit	$0⁽¹⁾							11/10/2007⁽²⁾	11/10/2015	Class A Common	3,333		0	D
Restricted stock unit	$0⁽¹⁾							11/10/2008⁽²⁾	11/10/2015	Class A Common	3,334		0	D
Restricted stock unit⁽³⁾	$0⁽¹⁾							11/20/2004⁽²⁾	10/20/2014	Class A Common	6,000		0	D
Restricted stock unit	$0⁽¹⁾							11/20/2005⁽²⁾	10/20/2014	Class A Common	2,850		0	D
Restricted stock unit	$0⁽¹⁾							11/20/2006⁽²⁾	10/20/2014	Class A Common	$2,850		0	D
Restricted stock unit	$0⁽¹⁾							10/27/2007⁽²⁾	10/27/2016	Class A Common	3,333		0	D
Restricted stock unit	$0⁽¹⁾							10/27/2008⁽²⁾	10/27/2016	Class A Common	3,333		0	D
Restricted stock unit	$0⁽¹⁾							10/27/2009⁽²⁾	10/27/2016	Class A Common	3,334		0	D
Restricted stock unit	$0							⁽⁴⁾	11/06/2017	Class A Common	10,000		0	D
Convertible debenture	$1.4	08/01/2008		A		$25,000		08/01/2008	08/01/2011	Class A Common	16,238	$1.54	0	D
Common stock warrant	$1.68	08/01/2008		A		5,276		08/01/2008	08/01/2013	Class A Comon	5,276	$1.68	0	D
Common stock warrant	$1.89	08/01/2008		A		2,841		08/01/2008	08/01/2013	Class A Common	2,841	$1.89	78,576	D

Explanation of Responses:

1. Restricted stock units convert at a 1-10-1 ratio Class A Common

2. The Reporting person shall be eligible to electively receive one share of Class A Common for each restricted stock unit at this date subject to continued employment

3. Granted as vested in lieu of grant in poor year

4. These restricted shares vest over four years.

5. These shares were issued as prepayment of intrerest due 10-1-08 on $25,000 of 8% Convertible debentures.

	/s/ Louis Leeburg	08/04/2008
	** 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.