SEC FORM 4 SEC Form 4
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*
Aholt Robert Joseph JR

(Last) (First) (Middle)
C/O PHASE III MEDICAL, INC.
330 SOUTH SERVICE ROAD, SUITE 120

(Street)
MELVILLE NY 11747

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PHASE III MEDICAL INC/DE [ PHSM.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2005
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)
Code V Amount (A) or (D) Price
Common Stock, $.001 par value 07/01/2005 A 668,750(1) A $0.04 3,908,111 D
Common Stock, $.001 par value 7,282,913 I By Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Phase III Medical, Inc. (the "Company") issued to Robert J. Aholt, Jr. 668,750 shares of common stock, par value $.001 per share ("Common Stock"), of the Company pursuant to the terms of an employment agreement, dated September 13, 2004, between the Company and Mr. Aholt (as amended, modified or supplemented, the "Employment Agreement"). Pursuant to the Employment Agreement, in partial consideration for Mr. Aholt's services thereunder, on January 1, 2005 and on the first day of each calendar quarter thereafter during the term thereof, Mr. Aholt is entitled to such number of shares of Common Stock, with a "Dollar Value" of $26,750.00, $27,625.00 and $28,887.50 during the first, second and third years of the term, respectively, and a "Per Share Price" equal to the average closing price of one share of Common Stock on the NASD Over-the-Counter Bulletin Board for the five (5) consecutive trading days immediately preceding the date of grant of such shares.
/s/ Robert J. Aholt Jr. 07/06/2005
** 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).
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