UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4 - 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(f) of the
Investment Company Act of 1940
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____ Check 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:
Ponticas, George E.
23 Hudson Street
Annapolis, MD 21401
2. Issuer Name and Ticker or Trading Symbol:
Sonex Research, Inc. (SONX)
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Statement date: November 20, 2002
5. If Amendment, date of original:
6. Relationship of Reporting Person(s) to Issuer (Check all applicable):
___ Director
___ 10% Owner
_X_ Officer(give title below)
___ Other(specify)
Chief Financial Officer
7.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, & Beneficially Owned
1. Title of Security
2. Transaction Date
3. Transaction Code
4. Securities Acquired (A) or Disposed of (D)
5. Total Amount of Securities Beneficially Owned
6. Ownership Form: Direct (D) or Indirect (I)
7. Nature of Indirect Beneficial Ownership
1. 2. 3. 4. 4. 4. 5. 6. 7.
Title Date Code Amount A/D Price Total Owned Form Nature
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Common 791,440 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts calls warrants options, convertible securities)
1. Title of Derivative Security
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date
4. Transaction Code **
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
6. Date Exercisable and Expiration Date
7. Title and Amount or Number of Underlying Securities
8. Price of Derivative Security
9. Number of Derivative Securities Beneficially Owned
10.Ownership Form of Derivative Security: Direct (D) or Indirect (I)
11.Nature of Indirect Beneficial Ownership
1. 2. 3. 4. 5. 6.
Title Price Date Code** Date Date
A/D Number Exercisable Expires
--------------------------------------------------------------------------------
7. 8. 9. 10. 11.
Underlying Securities Derivative Securities
Title Amount/No. Price # Owned Form Nature
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Option (right to buy) $.25 11/18/02 J A 200,000 (1) 11/17/12
Common Stock 200,000 100,000 D
Convertible Preferred Stock $.35 current none
Common Stock 1,428 1,428 D
Warrant (right to buy) $.25 current 3/28/07
Common Stock 30,000 30,000 D
Option (right to buy) $.25 (1) 12/19/11
Common Stock 100,000 50,000 D
Option (right to buy) $.25 (2) 12/27/10
Common Stock 30,000 15,000 D
Option (right to buy) $.50 (2) 12/7/09
Common Stock 25,000 18,750 D
Option (right to buy) $.50 current (3)
Common Stock 180,000 180,000 D
Option (right to buy) $.75 current 8/18/06
Common Stock 20,000 20,000 D
Warrant (right to buy) $.50 current (4)
Common Stock 50,000 50,000 D
Total of underlying securities 465,178
** Transaction codes used: J - grant of option
Explanation of Responses:
1) Ten-year option exercisable 50% as of the date of grant and 50% one year
after the date of grant.
2) Ten-year option exercisable 25% as of the date of grant and 25% on each
subsequent anniversary of the date of grant.
3) Expire in varying numbers at various dates from August 2003 through
December 2009.
4) Expire in varying numbers at various dates from December 2005 through
April 2006.
/s/ George E. Ponticas 11/20/02
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**Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).