U.S. GOLD CORP. — Director's Dealing 2014

Aug 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DATARAM CORP (DRAM)
CIK: 0000027093
Period of Report: 2014-07-15

Reporting Person: MAJEWSKI THOMAS A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-15	Subordinated Secured Convertible Bridge Note	$2.94	A	3401	Acquired		Common Stock ()	Direct
2014-07-15	Common Stock Warrants	$2.94	A	4000	Acquired		Common Stock ()	Direct
2014-07-15	Common Stock Warrants	$3.00	A	4000	Acquired		Common Stock ()	Direct
2014-07-15	Common Stock Warrants	$3.50	A	4000	Acquired		Common Stock ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1.00 par value	8208	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$11.94	2018-05-07	Common Stock ()	2666	Direct
Option	$15.42	2019-09-24	Common Stock ()	6666	Direct

Footnotes

F1: The number of shares, options and respective exercise prices have been adjusted to reflect a 1-for-6 stock split effective as of March 15, 2013.

F2: Options to purchase 3,333 shares vested on 9/24/2010; options to purchase the remaining 3,333 shares vested on 9/24/2011.

F3: Options has been granted to the reporting person in consideration of the reporting person's service as a director of the Company. Options had been granted at an exercise price equal to the closing market price of the common stock on the date of grant.

F4: On July 15, 2014, the reporting person entered into a Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreement (the "Agreement") governing the issuance of up to $750,000 aggregate principal amount of Subordinated Secured Convertible Bridge Notes (the "Notes") and Warrants. Pursuant to the terms of the Purchase Agreement, the reporting person purchased $10,000 of Notes and Warrants to purchase 12,000 shares of the Company's Common Stock at exercise prices between $2.94 and $3.50 per share. The Warrants are exercisable for a five (5) year period commencing on the six month anniversary from the date of issuance.

F5: The Notes are convertible, at any time prior to maturity, into shares of the Company's common stock at the rate of one share for each $2.94 of principal amount of the Notes. The Notes mature on October 15, 2014 (subject to a three (3) month extension at the option of a majority in principal amount of the Notes).