Sec Form 4 Filing - Freeman John @ DATARAM CORP - 2014-07-15

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 Freeman John 2. Issuer Name and Ticker or Trading Symbol DATARAM CORP [ DRAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 777 ALEXANDER ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2014 (Street) PRINCETON, NJ08540 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, $1.00 par value 3,000 D

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 Subordinated Secured Convertible Bridge Note $ 2.94 07/15/2014 A 27,210 ( 5 ) ( 5 ) Common Stock ( 5 ) $ 2.94 27,210 D Common Stock Warrants $ 2.94 07/15/2014 A 32,000 ( 4 ) ( 4 ) Common Stock ( 4 ) $ 2.94 32,000 D Common Stock Warrants $ 3 07/15/2014 A 32,000 ( 4 ) ( 4 ) Common Stock ( 4 ) $ 3 32,000 D Common Stock Warrants $ 3.5 07/15/2014 A 32,000 ( 4 ) ( 4 ) Common Stock ( 4 ) $ 3.5 32,000 D Option $ 19.2 ( 1 ) 05/07/2008 05/07/2018 Common Stock ( 2 ) 25,000 ( 2 ) D Option ( 3 ) $ 15.42 ( 1 ) 09/24/2009 09/24/2019 Common Stock ( 3 ) 30,000 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Freeman John 777 ALEXANDER ROAD, SUITE 100 PRINCETON, NJ08540 X President and CEO Signatures John Freeman 08/08/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of options and respective prices have been adjusted to reflect a 1-for-6 reverse stock split effective as of March 15, 2013. ( 2 )Options were granted to the reporting person in consideration of the reporting person's service as President and CEO of the Company. Options were granted at an exercise price equal to the closing market price of the Company's common stock on the date of grant. Options to purchase 12, 500 shares vested on May 7, 2009; options to purchase 12,500 shares vested on May 7, 2010. ( 3 )Options were granted to the reporting person in consideration of the reporting person's service as President and CEO of the Company. Options were granted in an exercise price equal to the closing market price of the Company's stock on the date of grant. Options to purchase 15,000 shares vested on September 4, 2010; options to purchase 15,000 shares vested on September 24, 2011. ( 4 )On July 15, 2014, the reporting person entered into a Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreement (the "Agreement") governing the issuance of up to $750,000 aggregate principal amount of Subordinated Secured Convertible Bridge Notes (the "Notes") and Warrants. Pursuant to the terms of the Purchase Agreement, the reporting person purchased $80,000 of Notes and Warrants to purchase 96,000 shares of the Company's Common Stock at exercise prices between $2.94 and $3.50 per share. The Warrants are exercisable for a five (5) year period commencing on the six month anniversary from the date of issuance. ( 5 )The Notes are convertible, at any time prior to maturity, into shares of the Company's common stock at the rate of one share for each $2.94 of principal amount of the Notes. The Notes mature on October 15, 2014 (subject to a three (3) month extension at the option of a majority in principal amount of the Notes).

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).

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