Edgar Filing: AtheroNova 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ratiner Boris

2. Issuer Name and Ticker or Trading Symbol
AtheroNova Inc. [AHRO]

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

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

(Last)

(First)

(Middle)

18375 VENTURA BOULEVARD, #552

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2014

(Street)

TARZANA, CA 91356

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

6% Senior Subordinated Convertible Note

$ 0.23 ⁽¹⁾

01/27/2014

P⁽¹⁾

1 ⁽¹⁾

01/27/2014

01/26/2017

Common Stock

217,392

⁽¹⁾

1 ⁽¹⁾

I ⁽¹⁾

By Ratiner Family 2005 Revocable Living Trust

Common Stock Purchase Warrant

$ 0.23

01/27/2014

P⁽¹⁾

1 ⁽¹⁾

01/27/2014

01/26/2024

Common Stock

108,696

⁽¹⁾

1 ⁽¹⁾

I ⁽¹⁾

By Ratiner Family 2005 Revocable Living Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ratiner Boris 18375 VENTURA BOULEVARD, #552 TARZANA, CA 91356	X

Signatures

/s/ Boris Ratiner		01/28/2014
^**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 Ratiner Family 2005 Revocable Living Trust purchased the note and warrant for aggregate consideration of $50,000 from the Registrant. The note has a conversion price equal to the lesser of $0.23 and 70% of the average of the three (3) lowest daily volume weighted average prices occurring during the 20 consecutive trading days immediately preceding the applicable conversion date. Conversion of the note and exercise of the warrant are subject to a beneficial ownership cap of 4.99%. The reporting person, the trustee of Ratiner Family 2005 Revocable Living Trust, exercises voting and dispositive power over the shares held by the trust but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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