SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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.
1. Name and Address of Reporting Person*
BAKER DAVID R

(Last) (First) (Middle)
1400 PARK PLACE TOWER
2001 PARK PLACE NORTH

(Street)
BIRMINGHAM AL 35203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HIENERGY TECHNOLOGIES INC [ HIET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
04/30/2006
4. If Amendment, Date of 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
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 at end of Issuer's Fiscal Year (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, par value $0.001 10/13/2005 A4 5,000 A $0.65 ( 1 ) 446,422 D
Common Stock, par value $0.001 12/13/2005 A4 5,000 A $0.5 ( 1 ) 451,422 D
Common Stock, par value $0.001 01/05/2006 A4 10,000 A $0.47 ( 1 ) 461,422 D
Common Stock, par value $0.001 01/25/2006 A4 10,000 A $0.42 ( 1 ) 471,422 D
Common Stock, par value $0.001 04/06/2006 A4 5,000 A $0.35 ( 1 ) 476,422 D
Common Stock, par value $0.001 06/05/2006 A4 5,000 A $0.44 ( 1 ) 481,422 ( 2 ) ( 3 ) D
Common Stock, par value $0.001 152,245 I See Note ( 4 )
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 Securities Underlying Derivative Security (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: 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
Non-qualified Stock Options $0.65 11/07/2005 4A 100,000 ( 5 ) 11/07/2011 Common Stock 100,000 $0 ( 6 ) 100,000 D
Non-qualified Stock Options $0.65 11/07/2005 4A 50,000 ( 5 ) 11/07/2011 Common Stock 50,000 $0 ( 7 ) 150,000 ( 2 ) D
Warrants $0.6 04/13/2006 4P 50,000 04/13/2006 04/13/2009 Common Stock 100,000 $0 ( 8 ) 100,000 ( 2 ) D
Series B-1 Warrants $0.45 06/30/2006 4P 28,088 06/30/2006 06/30/2011 Common Stock 28,088 $0 ( 9 ) 28,088 ( 2 ) D
Series B-2 Warrants $0.6 06/30/2006 4P 18,725 06/30/2006 06/30/2011 Common Stock 18,725 $0 ( 9 ) 18,725 ( 2 ) D
Series B Convertible Preferred Stock $0.3 06/30/2006 4P 2.81 06/30/2006 06/30/2011 Common Stock 93,666 $0 ( 9 ) 2.81 ( 2 ) D
Explanation of Responses:
1. Shares granted for attendance at Directors' meeting held on date specified (2A).
2. This line reports end of period holdings in specified class of securities directly held.
3. Includes shares previously owned by BJW Investments LLC, an Alabama limited liability company, now held in common by the persons who were members of that company. The reporting person disclaims beneficial ownership of such securities beyond his proportionate interest therein, which is 20,236 shares.
4. These shares represent the proportionate pecuniary interest of the reporting person in shares owned directly by Advanced Projects Group, Inc., a Delaware corporation, and indirectly by the reporting person. The reporting person disclaims beneficial ownership of such shares, beyond his pecuniary interest.
5. 50% exercisable 5/7/2006, all exercisable 11/7/2006, if then vested.
6. Annual option grant for services as Director, exercisable at market price of common stock on the date of the grant.
7. Annual option grant for service on the Audit Committee, exercisable at market price of common stock on the date of the grant.
8. Warrants issued in connection with issuance of convertible promissory note.
9. Shares or warrants issued in connection with conversion of promissory note.
/s/ David R. Baker 08/12/2006
** 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).
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