Sec Form 4 Filing - Panther James B II @ BLACKBOX SEMICONDUCTOR, INC. - 2012-04-12

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 Panther James B II 2. Issuer Name and Ticker or Trading Symbol BLACKBOX SEMICONDUCTOR, INC. [ VTDI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 381 CASA LINDA PLAZA #408 3. Date of Earliest Transaction (MM/DD/YY) 04/12/2012 (Street) DALLAS, TX75218 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 04/12/2012 S 75,000,000 D $ 115,000 6,708,060 ( 2 ) ( 3 ) I ( 1 ) ( 2 ) See footnote 1, 2 and 3

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 5% Secured Note $ 0.0045 04/12/2012 S 04/01/2010 03/31/2011( 4 ) Common Stock 6,784,444 $ 5,000 $ 3,053 ( 4 ) I ( 4 ) See notes 1, 2, and 4 Warrants (holding) $ 0.075 04/01/2010 03/12/2014 Common Stock 707,340 707,340 ( 5 ) I ( 5 ) See notes 1, 2 and 5

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Panther James B II 381 CASA LINDA PLAZA #408 DALLAS, TX75218 X Signatures /s/ James Panther 12/18/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Until April 5, 2012, Mr. Mark L. Baum, Esq. and Mr. James Panther were indirect equal control persons of all Common Stock and promissory notes previously owned by Noctua Fund Manager, LLC ("NFM") and Noctua Fund, LP ("Noctua Fund") and each disclaimed beneficial ownership of the 50% of above enumerated shares and convertible notes owned by the other (as reported on Form 5 of Reporting Person for period ended December 31, 2011). Together, as previously reported by Reporting Person, such parties owned jointly 81,708,060 shares of Common Stock, $3,053 principal amount of 5% Secured Notes, and 707,340 warrants. ( 2 )On April 5, 2012, Mr. Baum sold any and all of his beneficial interest in the securities to Devkom International, LLC Investment Series V ("Devkom"), resulting in a change of beneficial ownership on such securities such that all 100% became indirectly held by Mr. Panther, as Devkom's control person. Similarly, Reporting Person disclaims beneficial ownership of any shares held by Shrink, a separate publicly traded corporation with which Reporting Persons may have been affiliated at the times covered by this Report. ( 3 )Indicates transfer by Devkom of 75,000,000 shares of common stock sold to Rum Punch partners, an unaffiliated third party entity controlled by MB Management, the control person of which is Manuel Suqilindo, consideration of $115,000. As part of the sale, the Reporting Person also sold all 5,000,000 shares of non-convertible Series A Preferred Stock to such assignee. ( 4 )Indicates transfer by Devkom of $3,053 and any other interest or principal on the 5% Secured Note, to an unaffiliated third party entity for consideration of $5,000. At the time of said transfer the Reporting Person was technically no longer a beneficial owner of 5% of the securities of the Company. ( 5 )This Form 4 constitutes an exit form for Reporting Person. As at April 12, 2012, after the transfer of 75,000,000 shares of common stock and 5,000,000 shares of non-convertible Series A Preferred Stock (not reported) by Devkom, an entity controlled by Reporting Person, said Reporting Persons beneficially owns directly and indirectly, in aggregate, less than 5% of the outstanding Common Stock of the Company (inclusive of shares exercisable for or convertible into Common Stock within 60 days), based on shares of the Company outstanding at the time of the Report.

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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