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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* OCONNOR JOHN MICHAEL (Last) (First) (Middle) C/O 3DICON CORPORATION 6804 SOUTH CANTON AVENUE, SUITE 150 (Street) TULSA OK 74136 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/03/2012	3. Issuer Name and Ticker or Trading Symbol 3DICON CORP [ TDCP.BB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 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)
Common Stock, par value $.0002	3,143	D
Common Stock, par value $.0002	2,857	I	By Reporting Person as Trustee for John M. and Lucia D. O'Connor Revocable Living Trust
Common Stock, par value $.0002	619,205	I	By Reporting Person as Partial owner of Newton O'Connor & Ketchum(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
Option to buy Common Stock	06/20/2012	02/25/2018	Common Stock	19,634	8.64	D
Option to buy Common Stock	06/20/2012	02/25/2020	Common Stock	657,480	0.175	D
Option to buy Common Stock	06/20/2012	05/17/2021	Common Stock	56,511	1.4	D
Warrants to buy Common Stock	05/22/2009	09/30/2014	Common Stock	125,097	(2)	I	By Reporting Person as Partial owner of Newton O'Connor & Ketchum(1)
Warrants to buy Common Stock	06/02/2012	09/30/2016	Common Stock	96,024	(3)	I	By Reporting Person as Partial owner of Newton O'Connor & Ketchum(1)

Explanation of Responses:

1. Mr. O'Connor is a part owner of Newton O'Connor & Ketchum, a corporation.

2. On May 22, 2009 the Company issued to Newton O'Connor & Ketchum warrants to purchase 125,097 shares of common stock at an exercise price of $3.15 per share through September 30, 2010 and after September, 30, 2010, at an exercise price of $6.30 per share until the expiration date of September 30, 2014.

3. On June 2, 2010 the Company issued to Newton O'Connor & Ketchum warrants to purchase 96,024 shares of common stock at an exercise price of $3.15 per share through September 30, 2012 and after September, 30, 2012, at an exercise price of $6.30 per share until the expiration date of September 30, 2016.

	/s/ John O'Connor	07/25/2012
	** 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).
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