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^*

Hayward James A

(Last)

(First)

(Middle)

50 HEALTH SCIENCES DRIVE

(Street)

STONY BROOK

11790

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLIED DNA SCIENCES INC [ APDN ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2014

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	11/20/2014		J⁽¹⁾		315,171	A	⁽¹⁾	1,842,331	D
Common Stock	11/20/2014		P		76,923	A	$3.24⁽²⁾	1,919,254	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)
Warrants	$3.5	11/20/2014		J⁽¹⁾		315,171		⁽³⁾	11/20/2019	Common Stock	315,171	⁽¹⁾	315,171	D
Warrants	$3.5	11/20/2014		P		76,923		⁽³⁾	11/20/2019	Common Stock	76,923	$0.01⁽²⁾	392,094	D

Explanation of Responses:

1. The reporting person was the holder of a 12.5% Promissory Note dated as of September 11, 2014 issued by Applied DNA Sciences, Inc. (the "Issuer") to the reporting person in the original principal amount of $1,000,000. The Promissory Note, together with accrued interest, was exchanged (for no additional consideration) for shares of the Common Stock and Warrants to purchase Common Stock immediately prior to the closing of the Issuer's public offering pursuant to its Registration Statement on Form S-1 (File No. 333-199121), in an amount determined by the quotient obtained by dividing the outstanding principal and interest of the Promissory Note by $3.25 (the price of the Common Stock and Warrants sold in the public offering).

2. Represents shares of the Issuer's common stock and Warrants purchased at the public offering price of $3.24 per common share and $0.01 per Warrant.

3. These warrants are fully exercisable.

	/s/ Karol Kain Gray, Attorney-in-Fact	11/20/2014
	** 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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