FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
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 *

Yao Jianhui

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/4/2015 

3. Issuer Name and Ticker or Trading Symbol

BIO KEY INTERNATIONAL INC [BKYI]

(Last)        (First)        (Middle)

3349 HIGHWAY 138, BUILDING A, SUITE E

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

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

(Street)

WALL, NJ 07719       

(City)              (State)              (Zip)
5. 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 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, par value $0.0001 per share   0   (1) I   See explanation.   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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
Series B-1 Convertible Preferred Stock     (2)   (3) Common Stock, par value $0.0001 per share   0   (4) $0.3000   I   See explanation.   (4)

Explanation of Responses:
( 1)  Does not include 1,066,500 shares of common stock owed of record by China Goldjoy Limited, the parent company of Giant Leap International, Ltd. As the chairman of the board of directors of China Goldjoy Limited, Mr. Yao shares voting and dispositive power over these shares. Mr. Yao disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in such shares.
( 2)  The Series B-1 convertible preferred stock is convertible into common stock at any time into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Series B-1 Original Issue Price by the Series B-1 Conversion Price (as defined above) in effect at the time of conversion.
( 3)  The Series B-1 convertible preferred stock has no expiration date.
( 4)  Does not include 7,262,673 shares of common stock issuable upon conversion of Series B-1 Convertible Preferred Stock owned of record by Giant Leap International, Ltd. As the chairman of the board of directors of China Goldjoy Limited, the parent company of Giant Leap International, Ltd., Mr. Yao shares voting and dispositive power over these shares. Mr. Yao disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Yao Jianhui
3349 HIGHWAY 138, BUILDING A, SUITE E
WALL, NJ 07719
X



Signatures
/s/ Yao Jianhui 12/23/2015
** 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 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).
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.
BIO key (NASDAQ:BKYI)
Historical Stock Chart
From Aug 2024 to Sep 2024 Click Here for more BIO key Charts.
BIO key (NASDAQ:BKYI)
Historical Stock Chart
From Sep 2023 to Sep 2024 Click Here for more BIO key Charts.