Sec Form 4 Filing - Donnelly Richard G @ AspenBio Pharma, Inc. - 2009-01-27

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 Donnelly Richard G 2. Issuer Name and Ticker or Trading Symbol AspenBio Pharma, Inc. [ APPY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 2838 GARRETT DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2009 (Street) FORT COLLINS, CO80526 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 324,681 D Common Stock 5,000 I By IRA

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 Stock Options ( 1 ) $ 0.6 02/01/2005 02/01/2015 Common Stock 500,000 500,000 D Stock Options ( 2 ) $ 1.4 01/01/2007 07/14/2016 Common Stock 75,000 75,000 D Stock Options ( 3 ) $ 2.96 01/24/2007 01/24/2017 Common Stock 100,000 100,000 D Stock Options ( 4 ) $ 6.63 01/17/2008 01/17/2018 Common Stock 50,000 50,000 D Stock Options ( 5 ) $ 1.33 01/27/2009 A 50,000 01/27/2009 01/27/2019 Common Stock 50,000 $ 0 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Donnelly Richard G 2838 GARRETT DRIVE FORT COLLINS, CO80526 X President & CEO Signatures /s/ Richard G. Donnelly 01/28/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options vest over three years, at the rate of 33.3% at the end of year one, 66.7% at the end of year two, and 100% at the end of year three. ( 2 )Options were granted pursuant to Board approval on July 14, 2006 and were exempt from Section 16(b) pursuant to Rule 16b-3(d). ( 3 )Options and shares of common stock were granted pursuant to Board approval on January 24, 2007. The aggregate number of stock options granted was 100,000. One-third (33,333) of the options vest each year for three years following the date of grant. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3(d). ( 4 )Options were granted pursuant to Board approval on January 17, 2008. The aggregate number of stock options granted was 50,000. One third (16,666) of the options vest each year for three years following the date of grant. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3(d). ( 5 )Options were granted pursuant to Board approval on January 27, 2009. One third (16,666) of the options vest each year for three years following the date of grant. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3(d).

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