Form 4 OPTIUM CORP For: Aug 29 Filed by: Gertel Eitan (10K)

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, 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).

1. Name and Address of Reporting Person^*

Gertel Eitan

(Last)

(First)

(Middle)

C/O OPTIUM CORPORATION, 200 PRECISION ROAD

(Street)

HORSHAM

19044

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OPTIUM CORP [OPTM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2008

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/29/2008		M⁽¹⁾		20,817	A	$ 0	370,207	D
Common Stock	08/29/2008		F⁽²⁾		6,366	D	$ 8.99	363,841	D
Common Stock	08/29/2008		D		363,841	D	⁽⁵⁾	0	D

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

Restricted Stock Units

$ 0

08/29/2008

20,817

⁽³⁾

⁽⁴⁾

Common Stock

20,817

$ 0

Stock Option (right to buy)

$ 0.48

08/29/2008

262,291

⁽⁶⁾

05/01/2013

Common Stock

262,291

⁽⁶⁾

Stock Option (right to buy)

$ 1.08

08/29/2008

104,167

⁽⁷⁾

04/30/2015

Common Stock

104,167

⁽⁷⁾

Stock Option (right to buy)

$ 5.4

08/29/2008

37,037

⁽⁸⁾

02/13/2016

Common Stock

37,037

⁽⁸⁾

Stock Option (right to buy)

$ 5.4

08/29/2008

87,963

⁽⁹⁾

02/13/2016

Common Stock

87,963

⁽⁹⁾

Stock Option (right to buy)

$ 5.76

08/29/2008

41,667

⁽¹⁰⁾

03/13/2016

Common Stock

41,667

⁽¹⁰⁾

Stock Option (right to buy)

$ 20.85

08/29/2008

113,500

⁽¹¹⁾

03/01/2012

Common Stock

113,500

⁽¹¹⁾

Restricted Stock Units

$ 0

08/29/2008

22,200

⁽¹²⁾

⁽⁴⁾

Common Stock

22,200

$ 0

Restricted Stock Units

$ 0

08/29/2008

48,437

⁽¹³⁾

⁽⁴⁾

Common Stock

48,437

$ 0

Warrants

$ 0.6043

08/29/2008

40,763

05/01/2003

01/31/2013

Common Stock

40,763

⁽¹⁴⁾

Explanation of Responses:

1. Each unit converted upon vesting into one share of common stock.

2. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock award.

3. These restricted stock units were granted to the reporting person under the Issuer's 2006 Stock Option Plan. These shares represent the shares which vested.

4. If the reporting person's employment with the Issuer or its subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of restricted stock units granted herein, all unvested stock units shall immediately and automatically be forfeited and returned to the Company. The units automatically vest as long as employment continues, and there is no expiration date.

5. These shares were disposed of pursuant to a merger agreement between the Issuer and Finisar Corporation in exchange for 2,278,372 shares of Finisar common stock having a market value of $1.45 per share at the close of trading on the effective date of the merger.

6. This option, which was subject to reverse vesting and is completely vested, was assumed by Finisar in the merger and replaced with an option to purchase 1,642,466 shares of Finisar common stock at an exercise price of $0.08 per share.

7. This option, which vested in full as a result of the merger, was assumed by Finisar in the merger and replaced with an option to purchase 652,293 shares of Finisar common stock at an exercise price of $0.18 per share.

8. This option, which was subject to reverse vesting, with 25% vesting on 2/14/2007 and the rest vesting on a monthly basis for the following three years, was assumed by Finisar in the merger and replaced with an option to purchase 231,925 shares of Finisar common stock at an exercise price of $0.87 per share.

9. This option, which was subject to reverse vesting, with 25% vesting on 2/14/2007 and the rest vesting on a monthly basis for the following three years, was assumed by Finisar in the merger and replaced with an option to purchase 550,824 shares of Finisar common stock at an exercise price of $0.87 per share.

10. This option, which was subject to reverse vesting, with 25% vesting on 1/01/2006 and the rest vesting on a monthly basis for the following three years, was assumed by Finisar in the merger and replaced with an option to purchase 260,918 shares of Finisar common stock at an exercise price of $0.92 per share.

11. This option, which vested at a rate of 25% on 3/01/2008 and 2.08% monthly thereafter with the final vesting occurring on 3/01/2011, was assumed by Finisar in the merger and replaced with an option to purchase 710,737 shares of Finisar common stock at an exercise price of $3.33 per share.

12. These restricted stock units, which vest six months from the grant date of 8/25/2008, were assumed by Finisar in the merger and replaced with restricted stock units which, upon vesting, convert into 139,016 shares of Finisar common stock in total.

13. These restricted stock units, which vest quarterly in equal installments over two years, were assumed by Finisar in the merger and replaced with restricted stock units which, upon vesting, convert into 303,312 shares of Finisar common stock in total.

14. These warrants were assumed by Finisar in the merger and replaced by warrants to purchase 255,257 shares of Finisar common stock at a purchase price of $0.10.

	/s/ Christopher Brown, attorney-in-fact	09/03/2008
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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