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^*

KRUGER PAUL

(Last)

(First)

(Middle)

2500 S. MCGEE DRIVE, STE. 147

(Street)

NORMAN

73072

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GREYSTONE LOGISTICS, INC. [ GLGI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2006

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	11/28/2006		S		20,000	D	$0.22	1,232,584	D
Common Stock								1,767,014⁽¹⁾⁽²⁾⁽⁶⁾	I	100% LLC Owned
Common Stock								25,000	I	Child
Common Stock								25,000	I	Child

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 (Right to Buy)	$1.6	06/26/2002		A	V	25,000		⁽³⁾	06/25/2012	Common Stock	25,000	$0	25,000	D
Stock Option (Right to Buy)	$2							05/11/2001	05/10/2011	Common Stock	50,000		50,000	D
Stock Option (Right to Buy)	$3.125							⁽³⁾	04/10/2012	Common Stock	150,000		150,000	D
2001 Conv. Preferred Stock (Right to Buy)⁽⁴⁾	$1.43	01/04/2002		J⁽⁵⁾		1,234,114		⁽⁷⁾	⁽⁷⁾	Common Stock	1,234,114	$0	176,302	I	100% LLC Owned
Warrants (Right to Buy)	$5⁽¹⁾	01/04/2002		J⁽⁵⁾		1,057,813		⁽⁷⁾	⁽⁷⁾	Common Stock	1,057,813	$0	1,057,813	I	100% LLC Owned

Explanation of Responses:

1. On June 26, 2002, Greystone declared a prorata stock dividend of 272,775 shares of common stock to the Company's Preferred Shareholders. As a result the reporting person indirectly received 64,122 shares of stock.

2. On October 17, 2002, Greystone declared a non-prorata stock dividend of 92,376 shares of common stock to the Company's Preferred Shareholders. As a result, the reporting person indirectly received 35,164 shares of common stock.

3. 25% per year, beginning one year after date of grant.

4. The 2001 Convertible Preferred Stock is Greystone's Series 2001 12% Cumulative Convertible Senior Preferred Stock.

5. To reflect the change in ownership from one LLC 100% owned by reporting person to another LLC 100% owned by reporting person.

6. Shares issued in lieu of interest payments or outstanding loan from the company in favor of reporting person.

7. N/A

	/s/ Paul A. Kruger	11/30/2006
	** 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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