SEC Info - Katzeff Matthew L. - ‘4’ for 5/2/12 re: Optionable Inc.

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^*

Katzeff Matthew L.

(Last)

(First)

(Middle)

C/O OPTIONABLE, INC.

55 SAINT MARKS PLACE, SUITE 4

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Optionable Inc [ OPBL.OB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
5/2/12

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)

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)
Stock Option	$0.022	5/2/12		A		200,000		⁽¹⁾ ⁽²⁾	⁽²⁾ ⁽³⁾	Common Stock	200,000	$0	200,000	D

Explanation of Responses:

(1) 40,000 options vested on May 2, 2012 and 40,000 each will vest on November 2, 2012, May 2, 2013, November 2, 2013, and May 2, 2014. Notwithstanding the foregoing, the options shall vest immediately (i) upon a change in control of the Company, (ii) on the effective date of the Reporting Person's resignation or termination of his services to the Company as an employee or non-employee director if he resigns for Good Reason or is terminated without Cause, or (iii) if the Reporting Person is a non-employee director not nominated for re-election to the Board of Directors without Cause.

(2) "Cause" means being convicted or pleading guilty or nolo contendre for illegal conduct (other than any misdemeanor, traffic violation or similar misconduct), or a willful act that constitutes gross misconduct and that is materially injurious to the Company. "Good Reason" means a material reduction in the Reporting Person's compensation and/or benefits, a material diminution in the Reporting Person's job responsibilities or position in the Company, or the reolocation of the Company's office or the Reporting Person's principal duties with the Company outside of New York City.

(3) The options shall terminate (even if vested) upon the earliest to occur of (i) the effective date of the Reporting Person's resignation of his positions of services if he resigns without Good Reason, (ii) the effective date of his termination of services to the Company if such services were terminated for Cause, (iii) the second anniversary of the effective date of his voluntary cessation of services to the Company for Good Reason, (iv) the second anniversary of the effective date of the termination of his services to the Company without Cause, (v) the second anniversary of the termination of his services as a director after the Board fails without Cause to nominate him for re-election to the Board, (vi) the first anniversary of the termination of his services due to disability, and (vii) the first anniversary of his death if such death occurred while still he was employed with or serving the Company.

	/s/ Matthew L. Katzeff	5/2/12
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Katzeff Matthew L. – ‘4’ for 5/2/12 re: Optionable Inc.

On: Tuesday, 5/8/12, at 7:45pm ET · For: 5/2/12 · As: Director and Officer · Accession #: 1437749-12-4687 · File #: 0-51837

Previous ‘4’: ‘4/A’ on 3/2/11 for 3/1/11 · Latest ‘4’: This Filing

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:

Katzeff Matthew L. – ‘4’ for 5/2/12 re: Optionable Inc.

On: Tuesday, 5/8/12, at 7:45pm ET · For: 5/2/12 · As: Director and Officer · Accession #: 1437749-12-4687 · File #: 0-51837

Previous ‘4’: ‘4/A’ on 3/2/11 for 3/1/11 · Latest ‘4’: This Filing

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