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 OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sheerr David Samuel
  2. Issuer Name and Ticker or Trading Symbol
DATARAM CORP [DRAM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Manager MMB Unit
(Last)
(First)
(Middle)
777 ALEXANDER ROAD, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2014
(Street)

PRINCETON, NJ 08540
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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               1,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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   3,401     (2)   (2) Common Stock (2) $ 2.94 3,401 D  
Common Stock Warrants $ 2.94 07/15/2014   A   4,000     (3)   (3) Common Stock (3) $ 2.94 4,000 D  
Common Stock Warrants $ 3 07/15/2014   A   4,000     (3)   (3) Common Stock (3) $ 3 4,000 D  
Common Stock Warrants $ 3.5 07/15/2014   A   4,000     (3)   (3) Common Stock (3) $ 3.5 4,000 D  
Options $ 15.42 (1)             09/24/2010 09/24/2015 Common Stock 8,333 (1)   8,333 D  
Options $ 10.56 (1)             09/13/2011 09/23/2016 Common Stock 16,667 (1)   16,667 D  
Options $ 6.36 (1)             09/22/2012 09/22/2017 Common Stock 16,667 (1)   16,667 D  
Options $ 4.14 (1)             07/19/2013 07/19/2018 Common Stock 16,667 (1)   16,667 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sheerr David Samuel
777 ALEXANDER ROAD, SUITE 100
PRINCETON, NJ 08540
      General Manager MMB Unit  

Signatures

 David Sheerr   08/08/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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) 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 $10,000 of Notes and Warrants to purchase 12,000 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.
(3) 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).

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