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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Robinson F.W.F

(Last) (First) (Middle)
5851 KNIGHTS DRIVE

(Street)
MANITOCK A6 K4M 1K3

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2008
3. Issuer Name and Ticker or Trading Symbol
PureRay CORP [ NAGA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 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)
Special Voting Stock, $0.0001 par value per share 750,000 I By Derek Blackburn, Trustee ( 1 )
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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
Exchangeable Share, without par value 07/24/2008 ( 2 ) Common Stock, $0.0001 par value per share 3,000,000 0 D
Explanation of Responses:
1. Shares of Special Voting Stock are held by Derek Blackburn as Trustee pursuant to a Voting and Exchange Trust Agreement (the "Exchange Agreement"). Under the terms of the Exchange Agreement, the Reporting Person is entitled to instruct the Trustee to cast and exercise the voting rights attaching to the Special Voting Stock held by the Trustee for the Reporting Person as of the applicable record date. To the extent that no instructions are received from the Reporting Person, the Trustee may not exercise the voting rights attaching to the Special Voting Stock held by the Trustee for the Reporting Person.
2. The Exchangeable Shares were issued by a wholly-owned subsidiary of the issuer, PureRay Corporation (the "Company"). The Exchangeable Shares do not expire, but may be redeemed at any time after 5 years after their initial issuance, or before such time in the event that (i) less than 10% of the aggregate number of Exchangeable Shares issued remain outstanding, (ii) there is a change of control of the Company and (iii) certain other events occur.
Remarks:
/s/ F.W.F. Robinson 08/04/2008
** 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.
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