Sec Form 4 Filing - MAGOS JAMES L @ LIGHTPATH TECHNOLOGIES INC - 2008-09-02

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 MAGOS JAMES L 2. Issuer Name and Ticker or Trading Symbol LIGHTPATH TECHNOLOGIES INC [ LPTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP - SALES (Last) (First) (Middle) C/O 2603 CHALLENGER TECH CT, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 09/02/2008 (Street) ORLANDO, FL32826 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 Class A Common ( 1 ) 6,900 D Class A Common ( 1 ) 7,500 D Class A Common ( 1 ) 5,000 D Class A Common ( 4 ) 48 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 I ndirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-qualified stock option $ 2.8 08/05/2008 08/05/2015 Class A Common 3,214 0 D Non-qualified stock option $ 4.42 10/20/2005 10/20/2014 Class A Common 4,000 0 D Incentive Stock Option $ 4.88 01/27/2007 01/27/2016 Class A Common 1,000 0 D Incentive Stock Option $ 4.88 01/27/2008 01/27/2016 Class A Common 1,000 0 D Incentive Stock Option $ 4.8 ( 2 ) 10/27/2007 10/27/2016 Class A Common 20,000 0 D Incentive stock option $ 3.05 ( 2 ) 11/06/2017 Class A Common 10,000 0 D Incentive stock option $ 3.05 ( 3 ) 11/06/2017 Class A Common 10,000 0 D Convertible debentures $ 1.4 08/01/2008 08/01/2011 Class A Common 3,247 0 D Common stock warrant $ 1.68 08/01/2008 08/01/2013 Class A Common 1,055 0 D Common stock warrant $ 1.89 08/01/2008 08/01/2013 Class A Common 568 0 D Restricted stock unit $ 0 08/11/2005 08/11/2013 Class A Common 5,000 78,532 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MAGOS JAMES L C/O 2603 CHALLENGER TECH CT SUITE 100 ORLANDO, FL32826 SVP - SALES Signatures /s/ Ja mes L. Magos 09/04/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock award vested over 2 years ( 2 )Vests over four years ( 3 )These options vest if target gross margin and cash flows are met. ( 4 )These shares were issued in prepayment of interest due on 10-1-08 for $5,000 of 8% Convertible debentures.

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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