SC 13D/A 1 tar-0710.txt SCHEDULE 13D AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) DATARAM CORPORATION (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 238-108-20-3 (CUSIP Number) Robert V. Tarantino Route 571 P.O. Box 7528 Princeton, NJ 08543-7528 (609) 799-0071 (Name, Address and Telephone Number of Person Authorized to Receive Notices & Communications) July 10, 2007 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] SCHEDULE 13D CUSIP No. 238-108-20-3 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Robert V. Tarantino 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (SEE INSTRUCTIONS) (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States __________________ | 7. SOLE VOTING POWER 901,813 NUMBER OF | SHARES | BENEFICIALLY | 8. SHARED VOTING POWER 17,100 OWNED BY | EACH | REPORTING | 9. SOLE DISPOSITIVE POWER 918,913 PERSON | WITH | __________________| 10. SHARED DISPOSITIVE POWER 17,100 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 918,913 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% 14. TYPE OF REPORTING PERSON (See Instructions) IN Item 1. SECURITY AND ISSUER. This Statement on Schedule 13D is filed with respect to Dataram Corporation (the "Issuer"), which has its principal executive offices at Route 571, P.O. Box 7528, Princeton, NJ 08543-7528, telephone number (609) 799-0071. This Statement relates to the Issuer's common stock, $1.00 par value (the "Common Stock"). Item 2. IDENTITY AND BACKGROUND. This Statement is filed by Robert V. Tarantino, the Chairman of the Board, President and Chief Executive Officer of the Issuer, who has his principal business address at the address of the Issuer. Mr. Tarantino has not during the last five (5) years been convicted in a criminal proceeding of any offense (excluding traffic violations or similar misdemeanors), nor was he during the last five (5) years a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Tarantino is a citizen of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not Applicable. Item 4. PURPOSE OF TRANSACTION. This Item is amended to add: "On November 19, 1997, Mr. Tarantino was granted options to purchase 300,000 shares of the Common Stock at an exercise price (equal to the closing price of the Common Stock on the date of grant) of $2.8125 a share. These options were scheduled to expire on November 19, 2007. Of these, options to purchase 86,099 shares had been exercised prior to June of 2007. Mr. Tarantino in early June of 2007 gave an instruction to a broker, in accordance with Rule 10b5-1, to sell at its discretion up to 86,400 shares of Common Stock, subject to the volume limitations of Rule 144 during the following ninety days. Coincident with each of these sales, Mr. Tarantino has exercised and expects to continue to exercise, an equal number stock options on the date of each sale. A portion of the proceeds of sale will be applied by Mr. Tarantino to the payment of taxes which will result from these stock option exercises. Item 5. INTEREST IN SECURITIES OF THE ISSUER. This Item is amended to add: "At July 10, 2007: (1) Mr. Tarantino owned 369,901 shares of Common Stock directly; (2) Mr. Tarantino owned approximately 307,999 shares through his account with the Company's 401(k) Plan; (3) his wife owned 17,100 shares; and (4) he held options to purchase 235,913 shares of which options to purchase 223,913 shares are presently exercisable and considered, pursuant to Rule 13d-3, to be beneficially owned. Mr. Tarantino may be regarded as sole beneficial owner of all of the above shares, except the shares owned by his wife, as to which his beneficial ownership is shared. Options to purchase 12,000 shares of Common Stock become exercisable on September 13, 2007. Beneficial Ownership ____________________ Sole % Shared % Total % _______ ____ ______ ___ _________ ____ Robert Tarantino 901,813 10.0 17,100 0.2 918,913 10.2 On July 11, 2007 8,753,113 shares of Common Stock were outstanding. Mr. Tarantino has had no transactions in the Common Stock in the last sixty (60) days except for the sale of shares and the corresponding exercise of options previously reported on Form 4's filed with the Securities and Exchange Commission, which Form 4's are incorporated herein by reference." Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. Item 7. MATERIALS TO BE FILED AS EXHIBITS. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: July 11, 2007 ROBERT V. TARANTINO ______________________ Robert V. Tarantino ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)