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^*

Dong Steven

(Last)

(First)

(Middle)

3240 EL CAMINO REAL

SUITE #230

(Street)

IRVINE

92602

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DigitalPost Interactive, Inc. [ DGLP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2008

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)
$.001 Par value common ctock⁽¹⁾	09/29/2008⁽¹⁾		P⁽¹⁾		2,500,000⁽¹⁾	A⁽¹⁾	$0.03⁽¹⁾	3,928,941	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)
Warrant to purchase $.001 par value common stock⁽²⁾	$0.07⁽²⁾	09/30/2008⁽²⁾		A⁽²⁾		29,335⁽²⁾		⁽²⁾	09/30/2013⁽²⁾	$.001 par value common stock	29,335⁽²⁾	⁽²⁾	3,142,415⁽³⁾	D
Option to purchase $.001 par value common stock⁽³⁾	$0.06⁽³⁾	09/30/2008⁽³⁾		A⁽³⁾		550,000⁽³⁾		⁽³⁾	09/30/2013⁽³⁾	$.001 par value common stock	550,000⁽³⁾	⁽³⁾	3,142,415⁽³⁾	D

Explanation of Responses:

1. 2,500,000 shares were purchased by Mr. Dong in a private placement from the Company.

2. On September 29, 2008, the Company entered into a private placement agreement which required certain previously issued convertible promissory note holders to waive certain conversion price adjustment rights related to their convertible promissory notes. As a result, Mr. Dong agreed to waive his certain conversion price adjustment rights on his convertible note in the amount of $45,000, entered into in October 2007, in exchange for a warrant to purchase 29,335 shares of common stock at an exercise price of $.07 per share.The warrant vests 50% immediately and the other 50% vests upon conversion pro-rata of the convertible promissory note in the amount of $45,000. The warrant expires September 30, 2013.

3. 3,142,415 includes previously granted options to purchase 980,985 shares of common stock granted to a consulting firm owned by Mr. Dong from when Mr. Dong was a consultant of the Company prior to his employment. It also includes 171,170 shares of common stock underlying warrants and approximately 365,260 shares of common stock underlying a convertible note purchased by Mr. Dong pursuant to a convertible note offering by the Company in October 2007. The option to purchase 550,000 shares vests 25% every nine months over the next three years commencing on September 30, 2008.

Remarks:

	Steven Dong	10/01/2008
	** 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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