Sec Form 4 Filing - Coates George J. @ COATES INTERNATIONAL LTD \DE\ - 2012-11-30

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 Coates George J. 2. Issuer Name and Ticker or Trading Symbol COATES INTERNATIONAL LTD \DE\ [ COTE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1811 MURRAY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2012 (Street) WALL TOWNSHIP, NJ07719 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 11/30/2012 S 37,539 D $ 0.05 ( 1 ) 224,977,176 D Common Stock 12/03/2012 A 400,000 A $ 0 ( 2 ) 225,377,176 D Common Stock 1,165,507 I By Self, as Trustee for The Coates Trust Common Stock 1,956,960 I By Spouse

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 Coates George J. 1811 MURRAY DRIVE WALL TOWNSHIP, NJ07719 X X President and CEO Signatures /s/ George J. Coates 12/04/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Form 144 was filed on behalf of Mr. Coates in connection with the sale of these shares. Mr. Coates received net proceeds of $1,778.06. Although under no obligation to do so, Mr. Coates may agree to make these funds available to the company to be used as working capital in exchange for capital stock or as an interest-bearing loan, if deemed necessary. ( 2 )These shares were awarded to George J. Coates pursuant to anti-dilution provisions which became effective on 1/1/12. Under these provisions, Mr. Coates is to be awarded one share of restricted common stock for each new share of stock issued to any individual or entity that is not a member of, or controlled by, the Coates Family. The value of these shares based on the closing price of trading in the common stock on 12/3/12, which amounted to $20,000.00, has been charged to compensation expense.

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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