Magerman Alan 4

4 · Xenonics Holdings, Inc. · Filed Mar 26, 2009

Form 4

Period: 2009-03-24

DirectorChairman

Transactions

Disposition to Issuer
Stock Option (right to buy)
2009-03-24$3.80/sh−200,000$760,000→ 0 total
Exercise: $3.80From: 2005-04-15Exp: 2010-04-14→ Common Stock (200,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2008-10-17$0.73/sh−125,000$91,250→ 125,000 total
Exercise: $0.73From: 2008-10-17Exp: 2013-10-16→ Common Stock (125,000 underlying)
Award
Stock Option (right to buy)
2009-03-24$0.65/sh+200,000$130,000→ 200,000 total
Exercise: $0.65From: 2009-03-24Exp: 2014-03-23→ Common Stock (200,000 underlying)
Award
Stock Option (right to buy)
2009-03-24$0.73/sh+125,000$91,250→ 125,000 total
Exercise: $0.73From: 2009-03-24Exp: 2013-10-16→ Common Stock (125,000 underlying)
Award
Stock Option (right to buy)
2009-03-24$0.65/sh+200,000$130,000→ 200,000 total
Exercise: $0.65From: 2009-03-24Exp: 2014-03-23→ Common Stock (200,000 underlying)

Footnotes (3)

[F1]The two reported transactions involve an amendment of an outstanding option resulting in the deemed cancellation of the "old" option and the grant of a replacement option (extending the vesting period from 9/30/2009 to 9/30/2010). The option was originally granted on 10/17/2008. The new option shall vest for the Option Shares only in the event that: (i) the gross revenues of the Corporation exceed $20 million for the Corporation's 2010 fiscal year; (ii) the Corporation realizes a net operating profit of $500,000 for the 2009 fiscal year; and (iii) Optionee remains employed by the Corporation on September 30, 2010.
[F2]The reporting person agreed to cancellation of an option granted to him on April 15, 2005, in exchange for a new option having a lower exercise price.
[F3]Must be CEO on the first anniversary date of the option unless he leaves for health purposes and the company must have gross revenue of at least 12 million for FY2009 and must be profitable.

Documents

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