LIGHTPATH TECHNOLOGIES INC — Director's Dealing 2006

Jan 31, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIGHTPATH TECHNOLOGIES INC (LPTH)
CIK: 0000889971
Period of Report: 2006-01-27

Reporting Person: Patton Edward Kingston (VP - Marketing)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-27	Incentive Stock Option	$4.88	A	1000	Acquired	2016-01-27	Class A Common (1000)	Direct
2006-01-27	Incentive Stock Option	$4.88	A	1000	Acquired	2016-01-27	Class A Common (1000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common	2869	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified stock option	$2.80	2015-08-05	Class A Common (3214)	3214	Direct
Non-qualified stock option	$4.42	2014-10-20	Class A Common (4000)	4000	Direct
Restricted stock unit	$0	2014-10-20	Class A Common (2500)	2500	Direct
Restricted stock unit	$0	2014-10-20	Class A Common (2500)	2500	Direct

Footnotes

F1: Restricted stock units convert at a 1-to-1 ratio to Class A Common

F2: The reporting person shall be eligible to electively receive one share of Class A Common for each restricted stock unit at this date subject to continued employment