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*
MASTERS CHARLES G

(Last) (First) (Middle)
4218 W. LINEBAUGH AVENUE

(Street)
TAMPA FL 33624

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DEER VALLEY CORP [ DVLY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT & CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2007
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)
Code V Amount (A) or (D) Price
COMMON STOCK 10/05/2007 P 2,035 A (1) 1,734,118(3) I(3) see note(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
SERIES A CONVERTIBLE PREFERRED STOCK $0.75 10/05/2007 10/05/2007 P 6,000 03/01/2006 (6) COMMON STOCK 80,000 (2) 276,813(4)(5) I(4)(5) see notes(4)(5)
Explanation of Responses:
1. The aggregate purchase price paid for the common stock purchased on October 5, 2007 was $2,977.
2. The aggregate purchase price paid for the Series A Convertible Preferred Stock purchased on October 5, 2007 was $117,023.
3. Includes (a) 1,732,733 common shares (directly owned by Reporting Person), and (b) 1,385 common shares (owned by Reporting Person's spouse).
4. Includes (a) 33,334 common shares issuable upon conversion of 2,500 shares of the Company's Series A Preferred Stock (owned by Reporting Person's spouse), (b) 33,334 common shares issuable upon exercise of the Company's Series A Common Stock Purchase Warrant (owned by Reporting Person's spouse), (c) 2,024 common shares issuable upon exercise of the Company's penalty Series A Common Stock Purchase Warrants (owned by Reporting Person's spouse), (d) 16,667 common shares issuable upon exercise of the Company's Series B Common Stock Purchase Warrant (owned by Reporting Person's spouse), (e) 19,799 common shares issuable upon exercise of the Company's Series BD-2-16 Common Stock Purchase Warrant (directly owned by Reporting Person), (f) 9,900 common shares issuable upon exercise of the Company's Series BD-3-16 Common Stock Purchase Warrant (directly owned by Reporting Person), (THIS FOOTNOTE CONTINUES ONTO FOOTNOTE #5)
5. (THIS FOOTNOTE IS CONTINUED FROM FOOTNOTE #4) (g) 39,860 common shares issuable upon exercise of the Company's Series BD-12 Common Stock Purchase Warrant (directly owned by Reporting Person), (h) 39,860 common shares issuable upon exercise of the Company's Series BD-13 Common Stock Purchase Warrant (directly owned by Reporting Person), (i) director common stock purchase warrants exercisable for 100,000 shares (directly owned by Reporting Person), (j) 80,000 common shares issuable upon conversion of 6,000 shares of the Company's Series A Preferred Stock (directly owned by Reporting Person), and (k) 2,035 common shares (directly owned by Reporting Person). Amounts do not include common stock (non-derivitive securites). The reporting person and his spouse both disclaim beneficial ownership of the other's securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
6. Does not expire.
/s/ CHARLES G. MASTERS 10/09/2007
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.