SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SOK Partners LLC (Last) (First) (Middle) 144 WILLOW STREET (Street) BROOKLYN NY 11217 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BioDrain Medical, Inc. [ BIOR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/21/2012
	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 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

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Grid Note	(1)	05/21/2012		J(2)		0(2)		(3)	(3)	Common Stock, par value $0.01 per share	5,112,031	(1)(2)	1	D
Convertible Promissory Grid Note	(1)	05/23/2012		J(4)		0(4)		(3)	(3)	Common Stock, par value $0.01 per share	5,496,646	(1)(4)	1	D

Explanation of Responses:

1. The outstanding principal amount under the Convertible Promissory Grid Note (the "Grid Note"), dated March 28, 2012, made by the Issuer in favor of SOK Partners LLC ("SOK Partners") may be converted into a number of shares of the Issuer's Common Stock, par value $0.01 per share ("Shares") equal to the then outstanding principal amount under the Grid Note divided by $0.065 (the "Grid Note Conversion Price"). The current outstanding principal amount under the Grid Note is $357,282. The Grid Note Conversion Price is subject to adjustment upon the occurrence of certain events, such as stock splits and the issuance of stock for a consideration per Share less than the Grid Note Conversion Price.

2. On May 21, 2012, SOK Partners made a $25,000 advance to the Issuer under the Grid Note that, combined with prior advances to the Issuer thereunder, increased the outstanding principal amount under the Grid Note to $332,282.

3. The Grid Note may be converted into Shares at any time at the option of SOK Partners. The Grid Note shall mandatorily be converted into Shares if the Issuer effects certain qualified transactions where, as a result thereof, the surviving entity has available at least $399,000 in additional cash and cash equivalents as a result of the transaction.

4. On May 23, 2012, SOK Partners made a $25,000 advance to the Issuer under the Grid Note that, combined with prior advances to the Issuer thereunder, increased the outstanding principal amount under the Grid Note to $357,282.

	SOK PARTNERS LLC, By: Atlantic Partners Alliance LLC, its sole member, /s/ Samuel Herschkowitz, Name: Samuel Herschkowitz, Title: President	06/07/2012
	** Signature of Reporting Person	Date
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* 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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