Edgar Filing: DOR BIOPHARMA INC

Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SCHABER CHRISTOPHER J

2. Issuer Name and Ticker or Trading Symbol
DOR BIOPHARMA INC [DORB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

1101 BRICKELL AVENUE, SUITE 701-S

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2007

(Street)

MIAMI, FL 33131

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (right ot buy) ⁽¹⁾

$ 0.27 ⁽¹⁾

08/10/2007⁽¹⁾

A⁽¹⁾

500,000 ⁽¹⁾

08/10/2007⁽¹⁾

08/28/2016⁽¹⁾

Common Stock ⁽¹⁾

500,000 ⁽¹⁾

$ 0 ⁽¹⁾

500,000 ⁽¹⁾

D ⁽¹⁾

Stock Options (Right to Buy) ⁽²⁾

$ 0.47 ⁽²⁾

08/10/2007⁽²⁾

A⁽²⁾

900,000 ⁽²⁾

08/10/2007⁽²⁾

08/09/2017⁽²⁾

Common Stock ⁽²⁾

900,000 ⁽²⁾

$ 0 ⁽²⁾

900,000 ⁽²⁾

D ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHABER CHRISTOPHER J 1101 BRICKELL AVENUE SUITE 701-S MIAMI, FL 33131	X		Chief Executive Officer

Signatures

/s/ Christopher J. Schaber		08/14/2007
^**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)	500,000 stock options were granted on August 10, 2007 as a result of the amendment to the original 2,500,000 options granted on August 29, 2006. This amendment was required because under the 2005 Equity Incentive Plan only 2,000,000 stock options were authorized in a calendar year. This amendment was filed on August 14, 2007 as a Form 3/A (Amendment) of the originally filed Form 3 of September 1, 2006. These stock options will vest 33.3% initially and 8.325% of the remaining balance will vest quarterly over a three year period.
(2)	The stock options were granted at an exercise price of $0.47 per share, which is a 68% premium to the Company?s common stock price of $0.28 on August 10, 2007. The stock options, which are for a term of 10 years from the date of grant and subject to earlier termination upon the occurrence of certain events related to termination of employment, vest at the rate of 25% immediately and 25% per year for 3 years.

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