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^*

RUBIZHEVSKY BORIS

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2003

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⁽¹⁾⁽³⁾								$33,333	I	See footnote⁽¹⁾
Common Stock⁽⁴⁾								$1,168,872	D
Common Stock⁽²⁾⁽³⁾⁽¹²⁾	05/02/2003		G		40,000	D	$0	$102,000	I	See footnotes⁽²⁾⁽¹²⁾
Common Stock⁽¹³⁾⁽¹⁶⁾	05/02/2003		G		60,000	D	$0	$60,000	I	See footnote⁽¹³⁾⁽¹⁶⁾
Common Stock⁽²⁾⁽³⁾⁽¹²⁾	02/03/2004		G		40,000	D	$0	$142,000	I	See footnotes⁽²⁾⁽¹²⁾
Common Stock⁽¹³⁾⁽¹⁶⁾	02/03/2004		G		60,000	D	$0	$120,000	I	See footnote⁽¹³⁾⁽¹⁶⁾
Common Stock⁽¹⁴⁾⁽¹⁶⁾	02/03/2004		G		3,000	D	$0	$3,000	I	See footnote⁽¹⁴⁾⁽¹⁶⁾

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⁽¹⁵⁾	$1.4375	04/26/2002		J			22,500	04/26/1999	04/26/2002	Common Stock	22,500	$0	$0	D
Warrant⁽⁵⁾⁽¹⁵⁾	$2.79	07/29/2002		J			44,780	07/29/1999	07/29/2002	Common Stock	44,780	$0	$0	D
Stock Option⁽⁶⁾⁽⁷⁾	$1.17							11/13/2001	11/13/2006	Common Stock	100,000		100,000	D
Stock Option⁽⁶⁾⁽⁸⁾	$1.25							03/28/2002	03/28/2007	Common Stock	18,750		18,750	D
Warrant⁽⁶⁾⁽⁹⁾	$1.25							03/28/2002	03/28/2007	Common Stock	150,000		150,000	D
Stock Option⁽⁶⁾⁽¹⁰⁾⁽¹¹⁾	$4.64	02/22/2005		A		300,000		02/22/2005	02/22/2015	Common Stock	300,000	$0	300,000	D

Explanation of Responses:

1. Shares held by spouse.

2. Shares held by children who reside in the same household.

3. The reporting person disclaims beneficial ownership of all securities held by his spouse and children and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. Bona fide gift. Transaction is exempt from the operation of Section 16(b) by reason of Rule 16b-5.

5. The above disclosure reflects the current exercise price and number of warrants to purchase common stock resulting from various adjustments as a result of several equity investments in the Company. The warrants are subject to further adjustment if additional investments are made in the Company.

6. This transaction is exempt from 16(a) reporting requirements pursuant to Rule 16b-3(d).

7. 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.

8. 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.

9. Warrants to purchase 100,000 shares of common stock vest on March 28, 2002. The remaining warrants to purchase 50,000 shares of common stock vest and are exercisable only upon the happening of certain events related to a loan made to Isonics Corporation in March 2002. The grant of the warrants is subject to acceptance by the reporting person by no later than April 30, 2002, which acceptance was received.

10. Options granted by resolution of the Compensation Committee 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 February 22, 2005.

11. Such incentive stock options vest at a rate of 75,000 shares immediately on the date of the grant (February 22, 2005) and 75,000 shares on each anniversary of the grant date in each of years 2006, 2007, 2008 and 2009.

12. Bona fide gift to children who reside in the same household. Transaction is exempt from the operation of Section 16(b) by reason of Rule 16b-5.

13. Bona fide gift to family members not residing in the same household of 30,000 shares each to Manny Eiden and Phyllis Eiden. Transaction is exempt from the operation of Section 16(b) by reason of Rule 16b-5.

14. Bona fide gift to Temple Emanu-El of Closter, New Jersey. Transaction is exempt from the operation of Section 16(b) by reason of Rule 16b-5.

15. Options expired on the date noted herein.

16. Neither Direct or Indirect ownership is exercised with respect to these gifted shares.

	/s/ Boris Rubizhevsky	02/24/2005
	** 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).
** 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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