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^*

PHILIPS MALCOLM H JR

(Last)

(First)

(Middle)

C/O CDEX INC

4555, SOUTH PALO VERDE SUITE 123

(Street)

TUCSON

85714

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CDEX INC [ CEXI.OB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO and COB

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2009

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 Stock, par value $.005 per share	01/26/2009		C		89,381	A	$10,725.69	3,321,743	I	See footnote.⁽²⁾

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)
Stock Option (Right to Buy)	$0.09	01/14/2009		A		175,000		⁽³⁾	04/30/2012	Common Stock	175,000	$0	625,000	D
2007 9% Convertible Loan⁽¹⁾	$0.12	01/26/2009		C			$10,725.69	07/20/2007	04/30/2009	Common Stock	89,381	$0	$170,400⁽¹⁾⁽⁵⁾	I	See footnote.⁽²⁾
Warrant⁽⁴⁾	$0.24	01/26/2009		C		89,381		01/26/2009	01/26/2011	Common Stock	89,381	$0	726,143	I	See footnote⁽²⁾

Explanation of Responses:

1. The loan balance and the underlying shares are subject to adjustment for accrued but unpaid interest. An equal number of warrants will be issuable upon conversion.

2. These securities are held through various entities controlled by Mr. Philips.

3. These options vest 40% when the Company has a positive cash flow from operations for one fiscal quarter and the remaining 60% when the Company has a positive cash flow from operations for a second fiscal quarter.

4. Issued upon conversion of principal and accrued interest on a 9% Convertible Loan which was made to the Company in 2007.

5. Subject to adjustment based on the lowest common stock price offered to an investor during specified periods preceding and following the date of loan which would currently be $0.12 --$0.40 per share.

	/s/ Malcolm H. Philips, Jr.	01/26/2009
	** 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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