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^*

CLARK GARNETT Y JR

(Last)

(First)

(Middle)

10480 LITTLE PATUXENT PARKWAY

(Street)

COLUMBIA

21044

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AVATECH SOLUTIONS INC [ AVSO.ob ]

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)
12/19/2003

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)

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)
Series D Convertible Preferred Stock	⁽¹⁾	12/19/2003		P		41,666		04/22/2004	⁽²⁾	Common Stock	83,333	⁽³⁾	41,666	I	See Footnote⁽⁴⁾
Warrant	$0.45	12/19/2003		P		55,555		12/24/2003	12/24/2004	Common Stock	55,555	⁽³⁾	55,555	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. 2 for 1

2. Series D Convertible Preferred Stock may be converted by the holder at any time after April 22, 2004 and will automatically convert or be redeemed upon the happening of certain events. There is no automatic or mandatory conversion or redemption on a fixed date.

3. Each share of Series D Convertible Preferred Stock is purchased for $0.60. Each share is convertible into two shares of Common Stock and is accompanied by a warrant to purchase 1 1/3 shares of common stock for $0.45.

4. 16,666 shares of Series D Preferred Stock and warrants to purchase 22,221 shares of common stock are owned by Citigroup Global Markets Inc. as SEP IRA Custodian for the benefit of Garnett Y. Clark, Jr. SEP IRA. 25,000 shares of Series D Preferred Stock and warrants to purchase 33,333 shares of common stock are owned by Garnett Y. Clark, Jr., Trustee for Citigroup Global Markets Inc. Super Simplified 401(k) Prototype FBO Garnett Y. Clark, Jr.

	Garnett Y. Clark, Jr. by Beth O. MacLaughlin, Attorney-in-Fact	12/23/2003
	** 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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