FORM 5
[ ] 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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

O BRATE CECIL

2. Issuer Name and Ticker or Trading Symbol

POSITRON CORP [POSC.OB]

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

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

(Last)          (First)          (Middle)

3118 N. CUMMINGS ROAD, P.O. BOX 399

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2014 
(Street)

GARDEN CITY, KS 67846

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock   7/1/2014     P4   1250   (1) A $1.92   (1) 2087848   (1) D    
Common Stock   7/1/2014     P4   225   (1) A $1.88   (1) 2088073   (1) D    
Common Stock   8/5/2014     P4   5000   (1) A $2.08   (1) 2093073   (1) D    
Common Stock   8/6/2014     S4   250   (1) D $1.92   (1) 2092823   (1) D    
Common Stock   8/11/2014     P   833333   (1) (2) A $1.32   (1) 2926156   (1) D    
Common Stock   8/25/2014     P4   208   (1) A $1.68   (1) 2926364   (1) D    
Common Stock   10/14/2014     P4   500   (1) A $1.00   (1) 2926864   (1) D    
Common Stock   10/21/2014     P4   961   (1) A $0.80   (1) 2927825   (1) D    
Common Stock   10/21/2014     P4   411   (1) A $0.92   (1) 2928236   (1) D    
Common Stock   10/21/2014     P4   839   (1) A $0.96   (1) 2929075   (1) D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The number of shares and prices listed in Items 4 and 5 refer to the current number of shares and prices after a reverse split of the issuer's common stock, par value $0.0001 per share, on a 1 for 400 basis, which was made effective on April 8, 2015 (the "Reverse Stock Split"). This Form 5 is intended to correct errors to previously filed reports and to disclose all omitted open market transactions.
( 2)  These shares were originally reported on a Form 4 filed March 31, 2015 with an incorrect transaction date of August 27, 2014. The reporting person acquired the shares through a private purchase from the issuer on August 11, 2014. This transaction was previously reported as covering 333,333,333 shares at a price of $0.003 per share but has been adjusted to reflect the Reverse Stock Split.

Remarks:
Form 3 of 3

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
O BRATE CECIL
3118 N. CUMMINGS ROAD, P.O. BOX 399
GARDEN CITY, KS 67846

X


Signatures
/s/ Cecil O'Brate 7/27/2015
** Signature of Reporting Person Date


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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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