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^*

Goldknopf Ira L

(Last)

(First)

(Middle)

42 BRUSHWOOD COURT

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
POWER 3 MEDICAL PRODUCTS INC [ PWRM ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President & CSO

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2008

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	01/13/2009		D⁽¹⁾		1,200,000	D	⁽⁴⁾	471,403	D
Common Stock	03/02/2009		C		36,598,000	A	$0.03	37,069,403	D
Common Stock	03/02/2009		C		10,312,896	A	$0.007	47,382,299	D
Common Stock	05/21/2009	05/27/2009	S		471,403	D	$0.02	46,910,896	D
Common Stock	06/04/2009		A⁽²⁾		7,422,558	A	$0.0124	54,333,454	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)
Convertible Note	$0.03	11/18/2008		A⁽³⁾		1,097,940		11/18/2008	11/18/2009	Common Stock	36,598,000	$1,097,940	1,097,940	D
Warrants	$0.04	11/18/2008		A⁽³⁾		36,598,000		11/18/2008	11/18/2011	Common Stock	36,598,000	⁽⁴⁾	36,598,000	D
Convertible Note	$0.007	01/13/2008		A⁽¹⁾		27,185		01/13/2009	01/13/2010	Common Stock	3,883,609	$27,185	1,125,125	D
Warrants	$0.01	01/13/2008		A⁽¹⁾⁽³⁾		1,200,000		01/13/2009	01/13/2012	Common Stock	3,883,609	⁽⁴⁾	40,481,609	D
Convertible Note	$0.03	02/24/2009		C			1,097,940	11/18/2008	11/18/2009	Common Stock	36,598,000	⁽⁴⁾	27,185	D
Convertible Note	$0.007	02/24/2009		C			27,185	01/13/2009	01/13/2010	Common Stock	3,883,609	⁽⁴⁾	0	D

Explanation of Responses:

1. Contributed 1,200,000 shares of common stock to company in exchange for convertible note and warrant

2. Received as payment for $92,142 in salary due from company under an employment agreement

3. Received in exchange for non-convertible notes of the company

4. N/A

	/S/ Ira L. Goldknopf	10/13/2009
	** 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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