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^*

DYBALL CHRISTOPHER J

(Last)

(First)

(Middle)

C/O LASERCARD CORPORATION

1875 NORTH SHORELINE BOULEVARD

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LASERCARD CORP [ LCRD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2008

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)
Common Stock	11/17/2008		J⁽¹⁾		1,458	A	$3.38	30,313⁽²⁾	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)
Stock Options (Right to buy)	$16.6875							09/22/2001	09/22/2010	Common Stock	30,000		30,000	D
Stock Options (Right to buy)	$13.125							09/21/2002	09/21/2011	Common Stock	30,000		30,000	D
Stock Options (Right to buy)	$17.675							06/06/2003	06/06/2012	Common Stock	50,000		50,000	D
Stock Options (Right to buy)	$6.045							05/24/2006⁽³⁾	05/24/2015	Common Stock	48,752		48,752	D
Stock Options (Right to buy)	$16.785							05/25/2007⁽⁴⁾	05/24/2013	Common Stock	37,500		37,500	D
Stock Options (Right to buy)	$12.06							09/22/2007⁽⁴⁾	09/22/2013	Common Stock	12,500		12,500	D
Stock Options (Right to buy)	$10.4							09/21/2008⁽⁴⁾	09/21/2014	Common Stock	30,000		30,000	D
Stock Options (Right to buy)	$4.84							⁽⁵⁾	09/22/2018	Common Stock	100,000		100,000	D

Explanation of Responses:

1. Exempt transaction under Rule 16b-3(c): acquisition of shares through LaserCard Corporation's Employee Stock Purchase Plan.

2. 5,625 of these shares are restricted stock awards that vest in cumulative increments of one-third (1/3) each at the end of 24 months, 36 months, and 48 months from September 21, 2007.

3. Option is exercisable in cumulative increments of one-fourth (1/4) each at the end of 12 months, 24 months, 36 months, and 48 months from date granted. The date indicated above is the date upon which the first increment becomes exercisable.

4. Option is exercisable one-fourth at the end of 12 months, then an additional 1/16 each subsequent three months. The date indicated above is the date upon which the first increment becomes exercisable.

5. Options may be exercisable upon the achievement of various stock price points in the marketplace as follows: 18,182 shares at $10; 18,181 shares at $13; 21,212 shares at $16; 21,212 shares at $19; and 21,213 shares at $22. In order to vest the shares, the closing price must achieve and hold the price points above a period of twenty (20) consecutive trading days. If after five years any of these options have failed to vest, then the unvested options will be rescinded at that point.

Remarks:

	/s/Christopher J. Dyball	11/18/2008
	** 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).
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