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)

DFG MANAGEMENT, INC.

712 SOUTH OREGON AVE, SUITE 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)
12/19/2005

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	12/19/2005		P		2,700	A	$1.68	602,000	I	*⁽¹⁾⁽²⁾⁽³⁾
Common Stock	12/19/2005		P		4,800	A	$1.67	599,300	I	*⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock	12/19/2005		P		500	A	$1.66	594,500	I	*⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock	12/19/2005		P		13,000	A	$1.65	594,000	I	*⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock	12/19/2005		P		1,000	A	$1.63	581,000	I	*⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock	12/19/2005		P		3,000	A	$1.62	580,000	I	*⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock	12/19/2005		P		5,800	A	$1.68	127,143	D
Common Stock	12/19/2005		P		1,000	A	$1.67	121,343	D
Common Stock	12/19/2005		P		4,600	A	$1.65	120,343	D
Common Stock	12/19/2005		P		219	A	$1.64	115,743	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.

2. W. Andrew Krusen, Jr., is the President and principal shareholder of JAWIT Corporation, which is the managing general partner of WIT Ventures, LTD. ("WIT"), a general partner of Krusen-Vogt & Co. ("KVC"), and a limited partner of WIT. In addition, Mr. Krusen is the President and principal shareholder of Dominion Financial Group, Inc. ("DFG") and Chairman of the Executive Committee of Dominion Financial Group International, LDC. ("DFGI"). Mr. Krusen also indirectly beneficially owns certain outstanding securities of DFGI through WIT.

3. The aggregate amount of securities reported as being indirectly beneficially owned includes 300,000 shares of Common Stock directly owned by WIT Ventures, LTD. ("WIT"), 8,000 shares of Common Stock directly owned by Krusen-Vogt & Co. ("KVC"), 269,000 shares of Common Stock directly owned by Dominion Financial Group International, LDC. ("DFGI"), and 25,000 shares directly owned by Dominion Capital Management ("DCM").

4. The aggregate amount of securities reported as being indirectly beneficially owned includes 297,300 shares of Common Stock directly owned by WIT Ventures, LTD. ("WIT"), 8,000 shares of Common Stock directly owned by Krusen-Vogt & Co. ("KVC"), 269,000 shares of Common Stock directly owned by Dominion Financial Group International, LDC. ("DFGI"), and 25,000 shares directly owned by Dominion Capital Management ("DCM").

5. The aggregate amount of securities reported as being indirectly beneficially owned includes 292,500 shares of Common Stock directly owned by WIT Ventures, LTD. ("WIT"), 8,000 shares of Common Stock directly owned by Krusen-Vogt & Co. ("KVC"), 269,000 shares of Common Stock directly owned by Dominion Financial Group International, LDC. ("DFGI"), and 25,000 shares directly owned by Dominion Capital Management ("DCM").

6. The aggregate amount of securities reported as being indirectly beneficially owned includes 292,000 shares of Common Stock directly owned by WIT Ventures, LTD. ("WIT"), 8,000 shares of Common Stock directly owned by Krusen-Vogt & Co. ("KVC"), 269,000 shares of Common Stock directly owned by Dominion Financial Group International, LDC. ("DFGI"), and 25,000 shares directly owned by Dominion Capital Management ("DCM").

7. The aggregate amount of securities reported as being indirectly beneficially owned includes 279,000 shares of Common Stock directly owned by WIT Ventures, LTD. ("WIT"), 8,000 shares of Common Stock directly owned by Krusen-Vogt & Co. ("KVC"), 269,000 shares of Common Stock directly owned by Dominion Financial Group International, LDC. ("DFGI"), and 25,000 shares directly owned by Dominion Capital Management ("DCM").

8. The aggregate amount of securities reported as being indirectly beneficially owned includes 278,000 shares of Common Stock directly owned by WIT Ventures, LTD. ("WIT"), 8,000 shares of Common Stock directly owned by Krusen-Vogt & Co. ("KVC"), 269,000 shares of Common Stock directly owned by Dominion Financial Group International, LDC. ("DFGI"), and 25,000 shares directly owned by Dominion Capital Management ("DCM").

Remarks:

	Marcy Macdonald attorney-in-fact	12/20/2005
	** 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).
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