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^*

GRADY DANIEL J

(Last)

(First)

(Middle)

ISONICS CORPORATION 5906 MCINTYRE STREET

(Street)

GOLDEN

80403

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ISONICS CORP [ ISON ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2005

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⁽⁷⁾								55,154	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 Option⁽¹⁾⁽²⁾	$0.58							01/02/1996	01/02/2006	Common Stock	207,340		207,340	D
Stock Option⁽³⁾⁽⁴⁾	$1.06							11/13/2001	11/13/2001	Common Stock	100,000		100,000	D
Stock Option⁽³⁾⁽⁵⁾	$1.13							03/28/2002	03/28/2007	Common Stock	6,375		6,375	D
Stock Option⁽³⁾⁽⁶⁾	$1.2							12/16/2003	12/16/2003	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Issuer's right to repurchase these options as disclosed on Form 3 dated 9/22/97 expired on 10/1/98.

2. The number of shares and convertible/exercise price reflects a 3-for-1 stock split effected by the issuer following the effectiveness of its Registration Statement on Form SB-2 for its initial public offering of its securities.

3. This transaction is exempt from Section 16 pursuant to Rule 16b-3(d).

4. 20,000 shares vest on November 13, 2001 and 20,000 shares vest on November 13th of each of the years 2002, 2003, 2004 and 2005. The grant of options was subject to acceptance by the reporting person. The reporting person accepted the options on December 19, 2001.

5. Options granted by resolution of the Compensation Committee of the Board of Directors as consideration for salary deferral. The grant of the options is subject to acceptance by the reporting person by no later than April 30, 2002, which acceptance was received.

6. Options granted by resolution of the Board of Directors pursuant to the 1996 Executives' Equity Incentive Plan. The grant of the options is subject to acceptance by the reporting person, which acceptance was received on December 16, 2003.

7. A portion of these Shares were acquired pursuant to an Employee Stock Purchase Plan. The transaction is therefore exempt from Section 16(a) reporting requirements by reason of Rule 16a-3(f)(i)(B) and is exempt from Section 16(b) by reason of Rules 16b-3(c) and 16(b)-3(d).

Remarks:

Effective as of February 22, 2005, Daniel J. Grady is no longer an officer, as that term is defined in Rule 16a-1(f).

	/s/ Daniel J. Grady	02/23/2005
	** 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).
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