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^*

GOULD JOHN E

(Last)

(First)

(Middle)

VERAMARK TECHNOLOGIES, INC.

1565 JEFFERSON ROAD, SUITE 120

(Street)

ROCHESTER

14623

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VERAMARK TECHNOLOGIES INC [ VERA ]

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)
07/16/2013

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)
VERA Common Stock	07/16/2013		U⁽¹⁾		48,000⁽¹⁾	D	$1.18	0	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)
VERA Option Right to Purchase	$0.52	07/22/2013		D⁽²⁾			25,000⁽²⁾	⁽²⁾	⁽²⁾	VERA Common Stock	25,000⁽²⁾	⁽²⁾	0	D
VERA Option Right to Purchase	$0.61	07/22/2013		D⁽²⁾			2,500⁽²⁾	⁽²⁾	⁽²⁾	VERA Common Stock	2,500⁽²⁾	⁽²⁾	0	D
VERA Option Right to Purchase	$0.4	07/22/2013		D⁽²⁾			2,500⁽²⁾	⁽²⁾	⁽²⁾	VERA Common Stock	2,500⁽²⁾	⁽²⁾	0	D
VERA Option Right to Purchase	$1.53	07/22/2013		D⁽³⁾			10,000⁽³⁾	⁽³⁾	⁽³⁾	VERA Common Stock	10,000⁽³⁾	⁽³⁾	0	D

Explanation of Responses:

1. On 6/11/13, Veramark Technologies, Inc. (the "Company"), Hubspoke Holdings, Inc. ("Hubspoke") and TEM Holdings, Inc., a wholly-owned subsidiary of Hubspoke ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for a cash tender offer to acquire all of the outstanding shares of common stock of the Company for $1.18 per share, to be followed by a merger of Merger Sub with and into the Company, with the Company to continue as the survivng corporation. These shares were accepted in connection with the tender offer on 7/16/13.

2. Pursuant to the terms of the Merger Agreement, as of the effective time of the merger (7/22/13), this option was cancelled and Mr. Gould became entitled to receive a cash payment in an amount equal to the difference between $1.18 and the exercise price per share under the option multiplied by the number of shares covered by the option.

3. Mr. Gould is not entitled to recevie a cash payment upon the cancellation of this option as the exercise price per share exceeds $1.18.

Remarks:

	/s/ Paul Opela, Attorney-in-fact for John E. Gould	07/25/2013
	** Signature of Reporting Person	Date
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