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 WARREN F

(Last)

(First)

(Middle)

1613 EAST 15TH STREET

(Street)

TULSA

74120

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2003

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	11/30/2004		J⁽¹⁾		1,473,347	A	$0.35⁽¹⁾	5,824,811⁽²⁾	D
Common Stock	05/07/2005		P		1,142,857	A	$0.35	1,142,857⁽³⁾	I	By Westgate Capital Company, L.L.C.
Common Stock								14,500⁽⁴⁾⁽⁵⁾	I	By minor children
Common Stock								19,000⁽⁶⁾	I	By Yorktown Management and Financial Services, L.L.C.

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)
Options (right to buy)	$0.55	04/01/2003		A		150,000		⁽⁷⁾	04/01/2012	Common Stock	150,000	$0	150,000	D
Warrants (right to buy)	⁽⁸⁾	11/30/2004		J⁽¹⁾		198,299		11/30/2004	11/30/2009⁽⁹⁾	Common Stock	198,299	⁽¹⁰⁾	198,299	D
Series 2003 Cumulative Convertible Senior Preferred Stock	$1.5	03/04/2005		P		50,000		03/04/2005	⁽¹¹⁾	Common Stock	3,333,333	$100	50,000⁽¹²⁾	I	By GLOG Investment, LLC
Warrants (right to buy)	$0.5	03/08/2005		J⁽¹³⁾		1,000,000		03/08/2005	03/08/2010	Common Stock	1,000,000	⁽¹³⁾	1,000,000	D
Warrants (right to buy)	⁽¹⁴⁾	05/07/2005		P		153,818		05/07/2005	05/07/2010⁽¹⁵⁾	Common Stock	153,818	⁽¹⁰⁾	153,818	I	By Westgage Capital Company, LLC

Explanation of Responses:

1. Shares, and warrants to acquire 198,299 shares of common stock, issued through a private offering by Issuer in exchange for cancellation of debt and accrued interest owed by Issuer to the Reporting Person in the amount of $515,671, using a conversion rate of $0.35 per share.

2. Since Reporting Person's last report, 3,468,843 shares previously held indirectly through Westgate Capital Company, LLC, as general partner of Westgate Investments, L.P., have been distributed and are now owned directly. Also, 629,811 shares previusly held indirectly through Yorktown Management and Financial Services, L.L.C., have been transferred and are now owned directly. This amount also includes 14,211 shares which were inadvertantly not included on the Reporting Person's Form 3 (adjusted for the 1 for 50 reverse split of the Issuer's common stock effective June 5, 2002).

3. Since Reporting Person's last report, 5,809,688 shares previously held by Westgate Capital Company, LLC, as general partner of Westgate Investments, L.P., have been liquidated through a pro-rata distribution to the partners.

4. This amount was inadvertantly reported as 104,500 on Reporting Person's last report.

5. Reporting Person disclaims beneficial ownership of these shares.

6. In the Reporting Person's last report, the number of shares received by Yorktown Management and Financial Services, L.L.C., in exchange for the cancellation of debt and accrued interest was incorrectly reported as 649,000. The number of shares actually received was 629,811, and these shares have been transferred to the Reporting Person and are now held directly.

7. The options vest in four equal annual installments beginning on April 1, 2004.

8. The exercise prices of the warrants are as follows: 77,837 warrants at $0.6625; 64,864 warrants at $0.7950; and 55,598 warrants at $0.9275.

9. The warrants expire on the earlier to occur of (i) November 30, 2009, or (ii) 180 days after any consecutive 30-day period during which the closing bid price of the Issuer's shares exceeds the exercise price for any of the warrants.

10. The warrants were acquired through a private offering by the Issuer of up to 9,428,571 shares of its common stock, and warrants to purchase up to 1,269,002 shares of common stock, at a purchase price of $0.35 per share. No separate consideration was allocated to the warrants.

11. Not applicable.

12. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose.

13. Warrants received in consideration of the Reporting Person's Limited Guaranty of a $2,500,000 Term Loan to the Issuer.

14. The exercise prices of the warrants are as follows: 60,377 warrants at $0.6625; 50,314 warrants at $0.7950; and 43,127 warrants at $0.9275.

15. The warrants expire on the earlier to occur of (i) May 7, 2010, or (ii) 180 days after any consecutive 30-day period during which the closing bid price of the Issuer's shares exceeds the exercise price for any of the warrants.

	Warren F. Kruger	08/22/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.