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Message: Bottom line for Goerner?
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Bottom line for Goerner?

posted on Sep 11, 2008 02:05AM

Rather than making any other comment, I'll just cut and paste:



FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5

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(f) of the Investment Company Act of 1940




1. Name and Address of Reporting Person *

Goerner Frederick C 		2. Issuer Name and Ticker or Trading Symbol

PATRIOT SCIENTIFIC CORP [ PTSC.OB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)

6183 PASEO DEL NORTE, #180 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/15/2008
(Street)

CARLSBAD, CA 92011 (City) (State) (Zip) 		4. If Amendment, Date Original Filed (MM/DD/YYYY)

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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock $.00001 par value 4/15/2008 P 190000 A $.33 290000 I By his Trust
Common Stock $.00001 par value 4/15/2008 P 10000 A $.324 300000 I By his Trust

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goerner Frederick C
6183 PASEO DEL NORTE, #180
CARLSBAD, CA 92011

Chief Executive Officer

Signatures
/s/ Frederick C. Goerner 4/16/2008
** 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 control number.

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5

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(f) of the Investment Company Act of 1940




1. Name and Address of Reporting Person *

Goerner Frederick C 		2. Issuer Name and Ticker or Trading Symbol

PATRIOT SCIENTIFIC CORP [ PTSC.OB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)

6183 PASEO DEL NORTE, #180 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/29/2008
(Street)

CARLSBAD, CA 92011 (City) (State) (Zip) 		4. If Amendment, Date Original Filed (MM/DD/YYYY)

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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 3/4/2008 P 10000 A $.38 10000 I By his trust
Common Stock 3/4/2008 P 7500 A $.3821 17500 I By his trust
Common Stock 3/4/2008 P 5000 A $.3834 22500 I By his trust
Common Stock 3/4/2008 P 5000 A $.3846 27500 I By his trust
Common Stock 3/4/2008 P 7500 A $.3858 35000 I By his trust
Common Stock 3/4/2008 P 10000 A $.3867 45000 I By his trust
Common Stock 3/4/2008 P 7500 A $.3872 52500 I By his trust
Common Stock 3/4/2008 P 7500 A $.3875 60000 I By his trust
Common Stock 3/4/2008 P 5000 A $.3877 65000 I By his trust
Common Stock 3/4/2008 P 7500 A $.388 72500 I By his trust
Common Stock 3/4/2008 P 25000 A $.3885 97500 I By his trust
Common Stock 3/4/2008 P 2500 A $.3885 100000 I By his trust

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $.40 2/29/2008 A 300000 2/29/2008 2/28/2013 Common Stock 300000 $0 300000 D
Stock Option (right to buy) $.40 2/29/2008 A 700000 (1) 2/28/2013 Common Stock 700000 $0 700000 D
Stock Option (right to buy) $.40 2/29/2008 A 2000000 (2) 2/28/2013 Common Stock 2000000 $0 2000000 D

Explanation of Responses:
( 1) These options vest upon Mr. Goerner's completion of an interim period as CEO and/or conversion to permanent CEO. If the interim period is terminated prior to 120 days, a pro-rata portion of these options will vest.
( 2) These options vest upon Mr. Goerner's conversion to permanent CEO and the occurrence of any of the following: (a) A successful M & A acquisition brought forth by Mr. Goerner, (a merger or acquisition with TPL excluded), approved by the board of directors, (b) Movement of our stock onto a different AMEX or Nasdaq exchange, approved by the board of directors, (c) Any other action by Mr. Goerner having the effect of a sustained, substantial increase in shareholder value, approved by the board of directors, or (d) Approval by the board of directors.

Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goerner Frederick C
6183 PASEO DEL NORTE, #180
CARLSBAD, CA 92011

Chief Executive Officer

Signatures
/s/ Frederick C. Goerner 3/13/2008
** 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 control number.








Be well

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