SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Emerson Steve

(Last)

(First)

(Middle)

1522 ENSLEY AVENUE

(Street)

LOS ANGELES

90024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2007

3. Issuer Name and Ticker or Trading Symbol
DYADIC INTERNATIONAL INC [ DIL ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	66,100⁽¹⁾	I⁽²⁾	These shares are held through the Emerson Family Foundation.
Common Stock, par value $0.001 per share	13,400⁽¹⁾	I⁽²⁾	These shares are held through the J. Steven Emerson Investment Account.
Common Stock, par value $0.001 per share	354,900⁽¹⁾	I⁽²⁾	These shares are held through the J. Steven Emerson IRA Rollover II.
Common Stock, par value $0.001 per share	615,200⁽¹⁾	I⁽²⁾	These shares are held through the J. Steven Emerson Roth IRA.
Common Stock, par value $0.001 per share	72,500⁽¹⁾	I⁽²⁾	These shares are held through Emerson Partners.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to purchase shares of Common Stock	⁽³⁾	06/01/2010	Common Stock, par value $0.001 per share	10,000	$6.33	I⁽²⁾	These warrants are held through the Emerson Family Foundation
Warrants to purchase shares of Common Stock	⁽³⁾	06/01/2010	Common Stock, par value $0.001 per share	50,000	$6.33	I⁽²⁾	These warrants are held through the J. Steven Emerson IRA Rollover II
Warrants to purchase shares of Common Stock	⁽³⁾	06/01/2010	Common Stock, par value $0.001 per share	110,000	$6.33	I⁽²⁾	These warrants are held through the J. Steven Emerson Roth IRA
Warrants to purchase shares of Common Stock	⁽³⁾	06/01/2010	Common Stock, par value $0.001 per share	10,000	$6.33	I⁽²⁾	These warrants are held through Emerson Partners

Explanation of Responses:

1. The Reporting Person is filing this Form 3 with respect to that certain Voting Agreement dated as of October 31, 2007 of which J. Steven Emerson is a party (which was filed as an exhibit to the Schedule 13D filed on November 13, 2007 (the "Schedule 13D")). The Reporting Person may be deemed to have shared power to vote or to direct the vote of the shares of common stock (including shares of common stock issuable upon exercise or conversion of derivative securities exercisable or convertible within 60 days) which are the subject of such Voting Agreement (collectively, the "Subject Shares"). The Subject Shares are described in the Schedule 13D.

2. J. Steven Emerson has voting authority over the shares of common stock and over the warrants of the issuer held by the Emerson Family Foundation, the J. Steven Emerson Investment Account, the J. Steven Emerson IRA Rollover II, J. Steven Emerson Roth IRA, and Emerson Partners. J. Steven Emerson may be deemed to be the beneficial owner of the shares of common stock beneficially owned by those entities.

3. While the warrants reported on Table II of this Form 3 are exercisable immediately, such warrants are subject to exercise limitations that preclude the holder thereof from utilizing its exercise rights to the extent that it would beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) in excess of 9.999% of the common stock, giving effect to such exercise.

Remarks:

	By: J. Steven Emerson /s/ J. Steven Emerson	11/13/2007
	** 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 5 (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.