Message: More SEC #2
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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 |
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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 *
Haring-Layton MarDee |
2. Issuer Name and Ticker or Trading Symbol E DIGITAL CORP [ EDIG ] |
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
| (Last) (First) (Middle) 16770 WEST BERNARDO DRIVE | 3. Date of Earliest Transaction (MM/DD/YYYY) 12/5/2011 | |
| (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) | $0.027 | 12/5/2011 | A | 100000 | 12/5/2011 (1) | 12/5/2015 | Common Stock | 100000 | $ 0 | 100000 | D |
| Explanation of Responses: | |
| ( 1) | Options vest 25% at 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 | |
| Haring-Layton MarDee 16770 WEST BERNARDO DRIVE SAN DIEGO, CA 92127 |
Chief Financial Officer |
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Signatures |
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| /s/ MARDEE HARING-LAYTON | 12/7/2011 | |
| ** 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. |
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