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^*

BARRATT JOHN P

(Last)

(First)

(Middle)

C/O GENEREX BIOTECHNOLOGY CORPORATION

33 HARBOUR SQUARE, SUITE 202

(Street)

TORONTO

M5J 2G2

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GENEREX BIOTECHNOLOGY CORP [ GNBT ]

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)
03/08/2010

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)

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)
Common Stock Purchase Option (right to buy)	$0.94	10/20/2009		D⁽¹⁾			70,000	⁽²⁾	10/26/2009	Common Stock	70,000	$0	0	D
Common Stock Purchase Option (right to buy)	$0.94	10/20/2009		A		70,000		⁽²⁾	10/26/2014	Common Stock	70,000	$0	70,000	D
Common Stock Purchase Option (right to buy)	$0.001	10/20/2009		D⁽¹⁾			35,714	⁽³⁾	04/04/2010	Common Stock	35,714	$0	0	D
Common Stock Purchase Option (right to buy)	$0.001	10/20/2009		A		35,714		⁽³⁾	10/26/2014	Common Stock	35,714	$0	35,714	D
Common Stock Purchase Option (right to buy)	$0.56	10/20/2009		D⁽¹⁾			100,000	⁽⁴⁾	04/04/2010	Common Stock	100,000	$0	0	D
Common Stock Purchase Option (right to buy)	$0.56	10/20/2009		A		100,000		⁽⁴⁾	10/26/2014	Common Stock	100,000	$0	100,000	D
Common Stock Purchase Option (right to buy)	$0.64	03/08/2010		A		100,000		⁽⁵⁾	03/07/2020	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. Deemed cancellation of option in connection with deemed grant of replacement option.

2. The reported transaction involved the extension of the term of an existing option through October 26, 2014. The option was originally granted on October 26, 2004. The original terms of vesting were not amended.

3. The reported transaction involved the extension of the term of an existing option through October 26, 2014. The option was originally granted on April 5, 2005. The original terms of vesting were not amended.

4. The reported transaction involved the extension of the term of an existing option through October 26, 2014. The option was originally granted on April 5, 2005. The original terms of vesting were not amended.

5. This option becomes exercisable in three installments, with the first installment (33,333 shares) exercisable as of the date of grant, the second installment (33,3333 shares) exercisable as of August 1, 2010 and the third installment (33,334 shares) exercisable as of August 1, 2011.

	/s/ John P. Barratt	03/10/2010
	** 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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