U.S. GOLD CORP. — Director's Dealing 2016

Jan 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DATARAM CORP (DRAM)
CIK: 0000027093
Period of Report: 2016-01-19

Reporting Person: Moylan David Alan (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-19	Common Stock, par value $0.001 per share	A	166667	—	Acquired	518333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-19	Options	$1.69	D	166667	Disposed	2020-06-08	Common Stock (166667)	Direct

Footnotes

F1: On January 19, 2016, the Issuer entered into an exchange agreement (the "Option Exchange Agreement") with the Reporting Person with respect to options held by the Reporting Person. Pursuant to the Option Exchange Agreement, the Reporting Person exchanged options to purchase 166,667 shares of common stock of the Issuer for a restricted stock grant in the aggregate amount of 166,667 shares of common stock pursuant to the Issuer's 2014 Equity Incentive Plan, as amended (the "Restricted Stock Grant"). The Restricted Stock Grant was vested in full upon issuance.

F2: No commission or other payment was received by the Issuer in connection with the Option Exchange Agreement. Such exchange was conducted pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (as amended, the "Securities Act"), and the common stock issuable pursuant to the Option Exchange Agreement has been issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act for securities exchanged by the Issuer and the Reporting Person where no commission or other remuneration is paid or given directly or indirectly by the Issuer for soliciting such exchange.

F3: On January 19, 2016, the Issuer entered into the Option Exchange Agreement with the Reporting Person pursuant to which the Reporting Person exchanged options to purchase 166,667 shares of common stock of the Issuer (the "Options") for a restricted stock grant in the aggregate amount of 166,667 shares of common stock pursuant to the Issuer's 2014 Equity Incentive Plan, as amended.

F4: The Reporting Person received the Options pursuant to the Issuer's Equity Incentive Plan in connection with his role as Chief Executive Officer of the Issuer.