SEC Info - Murdock Thomas A - ‘4’ for 3/24/08 re: Fonix Corp.

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^*

MURDOCK THOMAS A

(Last)

(First)

(Middle)

4582 JUPITER DRIVE

(Street)

SALT LAKE CITY

84124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FONIX CORP [ FNIX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former Director and Officer

3. Date of Earliest Transaction (Month/Day/Year)
3/24/08

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾ ⁽²⁾	3/24/08		C		53,913,701 ⁽⁵⁾	A	$0.0002 ⁽⁵⁾	53,953,772 ⁽⁴⁾	D
Common Stock ⁽¹⁾ ⁽²⁾	5/5/08		S		7,930,000	D	$0.0002	46,023,772 ⁽⁴⁾	D
Common Stock ⁽²⁾	5/21/08		S		1,980,000	D	$0.0002	44,043,772 ⁽⁴⁾	D
Common Stock ⁽²⁾	6/4/08		S		12,870,000	D	$0.0001	31,173,772 ⁽⁴⁾	D
Common Stock	6/5/08		S		4,950,000	D	$0.0001	26,223,772 ⁽⁴⁾	D
Common Stock	6/6/08		S		7,684,709	D	$0.0002	18,539,063 ⁽⁴⁾	D
Common Stock	6/9/08		S		990,000	D	$0.0002	17,549,063 ⁽⁴⁾	D
Common Stock	6/9/08		S		990,000	D	$0.0002	16,559,063 ⁽⁴⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note ⁽¹⁾ ⁽²⁾	$0.0002 ⁽³⁾ ⁽⁵⁾	3/24/08		C			53,913,701 ⁽⁵⁾	12/12/03	⁽²⁾	Common Stock	53,913,701 ⁽⁵⁾	⁽⁵⁾	$350,482 ⁽⁴⁾	D

Explanation of Responses:

(1) On March 5, 2008, Mr. Murdock resigned as Chairman of the Board, President, and Chief Executive Officer of Fonix Corporation.

(2) As of May 5, 2008, Fonix Corporation owed $350,482 to Mr. Murdock pursuant to a revolving convertible promissory note (the "Note"). As of June 5, 2008, Fonix owed $356,881 to Mr. Murdock under the Note. The principal amount of the Note, together with any accrued and unpaid interest thereon, became convertible into shares of Common Stock of Fonix Corporation on December 12, 2003. There is no expiration of the conversion rights.

(3) The conversion price of the Note was the average of the closing bid price on the date of the advances under the Note. However, to the extent that the market of Fonix's common stock is below the conversion price at the time of conversion, Mr. Murdock is entitled to receive additional shares of common stock up to the gross dollar value of the principal and interest on the Note based on the market price at the time of conversion. As such, the conversion price is equal to the market price on the date of conversion.

(4) Because the conversion price of the Note is based, in part, on the market price of Fonix's common stock, the actual number of shares issuable upon conversion cannot be determined until conversion. However, as of June 5, 2008, the conversion of principal and unpaid interest on the Note (irrespective of limitations on conversion contained in the Note) would have resulted in the issuance of 1,784,405,000 shares of common stock. Nevertheless, this number may change depending on the market price of Fonix common stock at the time of conversion, as well as on the amount of principal and unpaid interest on the Note.

(5) On March 24, 2008, Mr. Murdock converted $10,081.86 in accrued interest under the Note into 53,913,701 shares of Fonix Common Stock at a conversion price of approximately $0.000189 per share. As such, the transaction was a disposition of $10,081.86 under the Note, and the acquisition of the shares.

Remarks:

See Note 1 regarding Mr. Murdock's reporting status.

	Thomas A. Murdock	6/9/08
	** 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).
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____________ Transaction Codes:
C	Conversion of derivative security.
S	Open market or private sale of non-derivative or derivative security.

Murdock Thomas A – ‘4’ for 3/24/08 re: Fonix Corp.

On: Monday, 6/9/08, at 1:06pm ET · For: 3/24/08 · As: Other · Accession #: 1179110-8-11666 · File #: 0-23862

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Murdock Thomas A – ‘4’ for 3/24/08 re: Fonix Corp.

On: Monday, 6/9/08, at 1:06pm ET · For: 3/24/08 · As: Other · Accession #: 1179110-8-11666 · File #: 0-23862

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents