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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: November 30, 2011 Estimated average burden hours per response... 0.5 |
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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 |
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1. Name and Address of Reporting Person *
COCUMELLI ALLEN |
2. Issuer Name and Ticker or Trading Symbol E DIGITAL CORP [ EDIG ] |
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
| (Last) (First) (Middle) 16770 WEST BERNARDO DRIVE | 3. Date of Earliest Transaction (MM/DD/YYYY) 11/29/2011 | |
| (Street) SAN DIEGO, CA 92127 (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 |
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| 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 |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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| 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) | $0.022 | 11/29/2011 | A | 250000 | 11/29/2011 (1) | 11/29/2015 | Common Stock | 250000 | $ 0 | 250000 | D |
| Explanation of Responses: | |
| ( 1) | Options vest 25% upon grant and 25% each six months thereafter. |
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Reporting Owners |
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| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| COCUMELLI ALLEN 16770 WEST BERNARDO DRIVE SAN DIEGO, CA 92127 |
X |
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Signatures |
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| /s/ James A Barnes as Attorney-in-Fact for Allen Cocumelli | 11/30/2011 | |
| ** Signature of Reporting Person | Date |
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