Sec Form 4 Filing - PERRI ROSE C @ GENEREX BIOTECHNOLOGY CORP - 2011-05-09

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 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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1. Name and Address of Reporting Person PERRI ROSE C 2. Issuer Name and Ticker or Trading Symbol GENEREX BIOTECHNOLOGY CORP [ GNBT] 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) 33 HARBOUR SQUARE, SUITE 3501, TORONTO ONTARIO 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2011 (Street) CANADA, A6M5J 2G2 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/09/2011 S 15,000 D $ 0.23 975,478 D Common Stock 1,451,246 ( 1 ) I By Estate of Mark Perri Common Stock 341,496 ( 2 ) I By EBI, Inc. Common Stock 953,667 ( 3 ) I By GHI, Inc. Common Stock 953,667 ( 4 ) I By GHI, Inc.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PERRI ROSE C 33 HARBOUR SQUARE, SUITE 3501 TORONTO ONTARIO CANADA, A6M5J 2G2 X Signatures /s/ Rose C. Perri 05/10/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This aggregate number of shares does not include 200,000 shares of common stock underlying stock options which survived the death of Mark Perri, who was the reporting person's brother. ( 2 )The reporting person may be deemed to beneficially own such 341,496 shares owed of record by EBI, Inc. because the reporting person holds the right to vote such shares. ( 3 )The reporting person may be deemed to beneficially own such 953,667 shares owned of record by GHI, Inc. by reason of the reporting person's ownership of investment power and other economic benefits associated with such shares. ( 4 )The reporting person may be deemed to beneficially own such 953,667 shares owned of record by GHI, Inc. because the reporting person holds the right to vote such shares.

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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