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^*

KRUSEN W ANDREW JR

(Last)

(First)

(Middle)

C/O DFG MANAGEMENT, INC.

712 SOUTH OREGON AVE, STE 200

(Street)

TAMPA

33606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEMRY CORP [ MRY ]

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)
02/23/2005

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	02/23/2005		P		2,500	A	$1.93	557,000	I	*⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								110,943	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)

Explanation of Responses:

1. WIT Ventures Ltd. ("WIT") is the direct owner of these securities. Mr. Krusen is the President and approximately 50% shareholder of JAWIT ("JAWIT"). JAWIT is the Managing General Partner of WIT.

2. W. Andrew Krusen, Jr. is the chairman of the Executive Committee of Dominion Financial Group International LLC ("DFGI LLC"). In addition, Mr. Krusen indirectly beneficially owns certain outstanding securities of DFGI LLC through WIT Ventures, Ltd. ("WIT") and through DFG Management Inc., which has a carried interest in DFGI LLC and of which Mr. Krusen is President and 100% ecconomic owner. JAWIT Corporation of which Mr. Krusen is President and approximately 50% shareholder is the Managing General Partner of WIT. Dominion Financial Group, Inc., ("DFG Inc"), of which Mr. Krusen is President and an approximately 50% shareholder, is an investor in WIT.

3. The aggregate amount of securities reported as being indirectly beneficially owned includes 255,000 shares of Common Stock directly owned by WIT, 8,000 shares of Common Stock directly owned by Krusen-Vogt & Co. ("KVC"), 269,000 shares of Common Stock directly owned by DFGI LLC, and 25,000 shares directly owned by Dominion Capital Management ("DCM").

4. Mr. Krusen is a General Partner of KVC. DFG Inc. is the Managing General Partner of DCM.

Remarks:

	Marcy Macdonald attorney-in-fact	02/24/2005
	** 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.
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