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^*

HEPLER DOUGLAS I

(Last)

(First)

(Middle)

815 CLIFF DRIVE

(Street)

MCLEANSVILLE

27301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AspenBio Pharma, Inc. [ APPY ]

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)
08/10/2009

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	08/10/2009		S		6,000	D	$2.94	14,000	I	Held by Spouse⁽¹⁾
Common Stock								5,000	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)
Stock Options	$1.5							03/15/2004	03/15/2014	Common Stock	100,000		100,000	D
Stock Options	$0.75							08/24/2004	08/23/2014	Common Stock	50,000		50,000	I	By spouse⁽¹⁾
Stock Options	$0.8							03/28/2005	03/28/2015	Common Stock	50,000		50,000	D
Stock Options⁽²⁾	$1.6							04/18/2006	04/18/2016	Common Stock	50,000		50,000	D
Stock Options⁽³⁾	$2.96							01/24/2007	01/24/2017	Common Stock	50,000		50,000	D
Stock Options⁽⁴⁾	$6.63							01/17/2008	01/17/2018	Common Stock	50,000		50,000	D
Stock Options⁽⁵⁾	$1.33							01/27/2009	01/27/2019	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Dr. Hepler disclaims beneficial ownership of the shares held by his spouse.

2. These options have vested in full. This stock option grant was exempt from Section 16(b) pursuant to Rule 16b-3d.

3. Options were granted pursuant to Board approval on January 24, 2007. The aggregate number of stock options granted was 50,000. One-third (16,666) of the options vest each year for three years following the date of grant. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3(d).

4. Options were granted pursuant to Board approval on January 17, 2008. The aggregate number of stock options granted was 50,000. One third (16,666) of the options vest each year for three years following the date of grant. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3(d).

5. Options were granted pursuant to Board approval on January 27, 2009. The aggregate number of stock options granted was 50,000. One third (16,666) of the options vest each year for three years following the date of grant. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3(d).

	/s/ Douglas Hepler	08/12/2009
	** 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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