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 ^*

KNOLL FRED

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

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)

C/O KNOLL CAPITAL MANAGEMENT, L.P., 5 EAST 44TH STREET, SUITE 12

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2013

(Street)

NEW YORK, NY 10017

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

Warrants to Purchase Common Stock

$ 0.393

06/17/2013

J⁽¹⁾

636,266

05/13/2010

05/13/2014

Common Stock

636,266

$ 0

636,266

I ⁽¹⁾

By Europa International, Inc.

Warrants to Purchase Common Stock

$ 0.6

06/17/2013

J⁽¹⁾

60,000

04/25/2011

04/25/2014

Common Stock

60,000

$ 0

60,000

I ⁽¹⁾

By Europa International, Inc.

2.5% Senior Secured Convertible Note

$ 0.29

06/17/2013

J⁽¹⁾

1,596,062

05/13/2010

05/12/2014

Common Stock

1,596,062

$ 0

1,596,062

I ⁽¹⁾

By Europa International, Inc.

2.5% Senior Secured Convertible Note

$ 0.29

06/17/2013

J⁽¹⁾

882,423

09/04/2012

09/03/2016

Common Stock

882,423

$ 0

882,423

I ⁽¹⁾

By Europa International, Inc.

2.5% Senior Secured Convertible Note

$ 0.29

06/17/2013

J⁽¹⁾

587,484

10/01/2012

09/30/2016

Common Stock

587,484

$ 0

587,484

I ⁽¹⁾

By Europa International, Inc.

2.5% Senior Secured Convertible Note

$ 0.29

06/17/2013

J⁽¹⁾

881,226

10/31/2012

10/30/2016

Common Stock

881,226

$ 0

881,226

I ⁽¹⁾

By Europa International, Inc.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KNOLL FRED C/O KNOLL CAPITAL MANAGEMENT, L.P. 5 EAST 44TH STREET, SUITE 12 NEW YORK, NY 10017	X

Signatures

/s/ Fred Knoll		06/19/2013
^**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)	Effective June 17, 2013, Europa International, Inc. waived the beneficial ownership cap applicable to these securities. The reporting person, the principal partner and President of Knoll Capital Management, L.P., the investment manager for Europa International, Inc., exercises voting and dispositive power over the shares held by Europa International, Inc. but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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