5/A 1 edgar

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
 X   Form 4 Transactions Reported

ANNUAL 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*

Harris, Barney, D

2. Issuer Name and Ticker or Trading Symbol
Airtrax, Inc. (AITX)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
 X Director                                      10% Owner
 X Officer (give title below)          Other (specify below)

Vice President

(Last)      (First)     (Middle)

Airtrax,Inc.
870-B Central Ave

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

  

4. Statement for
Month/Year
12/31/2002

(Street)

Hammonton,      NJ  08037

5. If Amendment,
Date of Original
(Month/Year)

7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

Common Stock

4/29/02 

 

A 

58,802 

A 

1/ 

151,301

D

 
 

 

 

 

 

 

 

   
 

 

 

 

 

 

 

   

1/ Of the total amount, 25,000 shares of common stock were exercised by Mr. Harris under his employment agreement for the annual period ending August 12, 2000. Of these shares,  2,500 shares are exercisable for a total sum of $1.00, 10,000 shares are exercisable at a rate equal to 35% of the lowest rate paid for stock in the 30 days preceding the purchase of said stock, and 12,500 shares are exercisable at a rate equal to 17.5% of the lowest rate paid for stock in the 30 days preceding the purchase of said stock The remaining 33,802 shares of common stock were exercised at an average price of $0.80 per share.


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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FORM 5 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Common stock options

1/

9/12/02

 

A

25,000

 

9/12/02

9/12/03

Common stock

25,000

$0.00

50,000

  

Common stock options

$0.50 per share

7/1/02

 

A

            5,000

 

7/1/02

7/1/03

Common stock

5,000

$0.00

5,000

  
               
 

1/ The 25,000 shares are exercisable under an employment agreement with the Company. Of the total shares 2,500 shares are exercisable for a total sum of $1.00, 10,000 shares are exercisable at a rate equal to 35% of the lowest rate paid for stock in the 30 days preceding the purchase of said stock, and 12,500 shares are exercisable at a rate equal to 17.5% of the lowest rate paid for stock in the 30 days preceding the purchase of said stock



 

By: /s/ D. Barney Harris

           D. Barney Harris
**Signature of Reporting Person

02/18/03
Date


**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

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