| 1. Name and Address of Reporting Person * |
| Â
Chalmers James Shawn |
|
2. Date of Event Requiring Statement (Month/Day/Year)
08/24/2009 |
3. Issuer Name and Ticker or Trading Symbol
ASPYRA INC [APY]
|
|
705 S. 10TH STREET, SUITE 109 |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| _____ Director |
__X__ 10% Owner |
| _____ Officer (give title below) |
_____ Other (specify below) |
|
|
5. If Amendment, Date Original Filed(Month/Day/Year)
|
|
BLUE SPRINGS, MO 64015 |
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
|
Table I - Non-Derivative Securities Beneficially Owned |
|
1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
|
Common Stock, no par value
|
3,500
|
I
|
By controlled corporation
|
|
Common Stock, no par value
|
388,200
|
I
|
By controlled limited liability company
|
|
Common Stock, no par value
|
30,000
|
I
|
By children of Reporting Person
|
|
Common Stock, no par value
|
1,867,960
|
I
|
By trust of which Reporting Person is sole trustee and beneficiary
|
|
1. Title of Derivative Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Convertible Note
|
03/26/2008 |
03/26/2010 |
Common Stock, no par value
|
(1)
|
$
0.55
|
I
|
By trust of which the Reporting Person is the sole trustee and sole beneficiary
|
|
Convertible Note
|
02/12/2009 |
03/26/2010 |
Common Stock, no par value
|
(2)
|
$
0.31
|
I
|
By trust of which the Reporting person is sole trustee and sole beneficiary
|
|
Warrants
|
02/12/2009 |
02/12/2012 |
Common Stock, no par value
|
(2)
|
$
0.31
|
I
|
By trust of which the Reporting Person is sole trustee and sole beneficiary
|
| * |
If the form is filed by more than one reporting person, see Instruction 5(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) |
On March 26, 2008 the Chalmers Trust purchased for $750,000 a secured convertible note of Aspyra, Inc. (the "Company") in the principal amount of $750,000. The note is convertible into Common Stock of the Company at a conversion rate of one share for each $.55 in principal and/or interest converted. The note contains certain limitations on conversion which provide that the number of shares of Common Stock that may be acquired by the holder of the note upon conversion of the note shall not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise or conversion). |
| (2) |
On February 12, 2009 the Chalmers Trust purchased for $175,000 in cash (a) a secured convertible note of the Company in the principal amount of $175,000 and (b) three year warrants to purchase an aggregate of 1,010,484 shares of Common Stock at an exercise price of $.31 per share. The note is convertible into Common Stock at a conversion rate of one share for each $.31 in principal and/or interest converted. The note and warrants contain certain limitations on conversion and exercise which provide that the number of shares of Common Stock that may be acquired by the holder shall not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise or conversion). |