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: Freeman John (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-15	Subordinated Secured Convertible Bridge Note	$2.94	A	27210	Acquired		Common Stock ()	Direct
2014-07-15	Common Stock Warrants	$2.94	A	32000	Acquired		Common Stock ()	Direct
2014-07-15	Common Stock Warrants	$3.00	A	32000	Acquired		Common Stock ()	Direct
2014-07-15	Common Stock Warrants	$3.50	A	32000	Acquired		Common Stock ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $1.00 par value	3000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$19.20	2018-05-07	Common Stock ()	25000	Direct
Option	$15.42	2019-09-24	Common Stock ()	30000	Direct

Footnotes

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

F2: Options were granted to the reporting person in consideration of the reporting person's service as President and CEO of the Company. Options were granted at an exercise price equal to the closing market price of the Company's common stock on the date of grant. Options to purchase 12, 500 shares vested on May 7, 2009; options to purchase 12,500 shares vested on May 7, 2010.

F3: Options were granted to the reporting person in consideration of the reporting person's service as President and CEO of the Company. Options were granted in an exercise price equal to the closing market price of the Company's stock on the date of grant. Options to purchase 15,000 shares vested on September 4, 2010; options to purchase 15,000 shares vested on September 24, 2011.

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 $80,000 of Notes and Warrants to purchase 96,000 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).