FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
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ADLER JAMES L JR |
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2. Issuer Name and Ticker or Trading Symbol LIGHTPATH TECHNOLOGIES INC [LPTH]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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2603 CHALLENGER TECH CT, SUITE 100 |
3. Date of Earliest Transaction (Month/Day/Year) 10/20/2004 |
ORLANDO, FL 32826 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common |
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| 4,099 | D |
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Class A Common (1) |
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| 912 | D |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted stock unit (4) |
$
0
(2) | 10/20/2004 |
| A |
| 6,000 |
| 10/20/2004 (3) | 10/20/2014 | Class A Common | 6,000 |
$
0
| 6,000 | D |
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Restricted stock unit |
$
0
(2) | 10/20/2004 |
| A |
| 2,850 |
| 10/20/2005 (3) | 10/20/2014 | Class A Common | 2,850 |
$
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| 2,850 | D |
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Restricted stock unit |
$
0
(2) | 10/20/2004 |
| A |
| 2,850 |
| 10/20/2006 (3) | 10/20/2014 | Class A Common | 2,850 |
$
0
| 2,850 | D |
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ADLER JAMES L JR 2603 CHALLENGER TECH CT SUITE 100 ORLANDO, FL 32826 |
X
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Signatures
James L. Adler, Jr. | |
10/22/2004 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(1) | Restricted stock award vesting over 2 years |
(2) | Restricted stock units convert at a 1-to-1 ratio to Class A Common |
(3) | The reporting person shall be eligible to electively receive one share of Class A Common for each restricted stock unit at this date |
(4) | Granted as vested in lieu of grant foregone in prior year |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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