Edgar Filing: STRASSER STEVEN Z

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STRASSER STEVEN Z

2. Issuer Name and Ticker or Trading Symbol
POWER EFFICIENCY CORP [PEFF]

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO

(Last)

(First)

(Middle)

3960 HOWARD HUGHES PARKWAY, SUITE 460

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2007

(Street)

LAS VEGAS, NV 89109

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)
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								6,803,901	I	Footnote 1 ⁽¹⁾
Common Stock	08/21/2007		P		295,000	A	$ 0.251	1,461,668	D
Common Stock	08/22/2007		P		30,000	A	$ 0.295	1,491,668	D

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

Stock Options

$ 0.65

⁽³⁾

10/10/2014

Common Stock

600,000

Stock Options

$ 0.22

⁽⁴⁾

05/31/2010

Common Stock

2,572,729

Stock Options

$ 0.2

⁽⁵⁾

05/31/2015

Common Stock

2,039,771

Stock Warrants

$ 0.44

⁽²⁾

07/07/2010

Common Stock

1,500,000

Footnote 1 ⁽¹⁾

COMMON STOCK WARRANTS

$ 0.24

⁽⁶⁾⁽⁹⁾

04/19/2011

COMMON STOCK

972,223

COMMON STOCK WARRANTS

$ 0.32

⁽⁷⁾⁽¹⁰⁾

05/18/2011

COMMON STOCK

351,563

Stock Warrants

$ 0.45

04/28/2005

04/27/2010

Common Stock

500,000

Footnote 1 ⁽¹⁾

Stock Warrants

$ 0.4

⁽⁸⁾

11/29/2011

Common Stock

687,500

Stock Warrants

$ 0.4

11/30/2006

11/30/2011

Common Stock

583,334

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STRASSER STEVEN Z 3960 HOWARD HUGHES PARKWAY SUITE 460 LAS VEGAS, NV 89109	X	X	CEO

Signatures

Steven Strasser		08/22/2007
^**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)	Securities held in Summit Energy Ventures LLC, of which Strasser has voting control and owns 99.95%.
(2)	Immediately
(3)	450,000 are exercisable immediately, 100,000 more become exercisable on 10-5-2007, and 50,000 more become exercisable on 10-5-2008
(4)	403,125 become exercisable on 8-31-2005, 51,420 more become exercisable on 11-30-2005, 403,125 more become exercisable on 1/31/2006, 51,420 more become exercisable on 5/31/2006, 113,637 more become exerciseable quarterly beginning on 8-31-2006 through 11-30-2009, 150,000 more become exercisable on 2-28-2010, and 150,000 more become exercisable on 5-29-2010
(5)	150,000 become exercisable on 8-31-2005, 501,705 become exercisable on 11-30-2005, 150,000 more become exercisable on 2-28-2006, 501,705 more become exercisable on 5-31-2006, and 36,363 become exercisable beginning 8-31-2006 through 11-30-2009.
(6)	729,167 are exercisable immediately, 34,723 more become exercisable on the 19th of each following month for 9 months, last set vesting on 1-19-07
(7)	273,438 are exercisable immediately, 13,021 more become exercisable on the 19th of each following month for 7 months, and 13,020 become exercisable on 1-19-2007.
(8)	343,750 are exercisable immediately, 14,323 more become exercisable in the 29th of each month for 22 months, 14,322 more become exercisable on 10-29-08 and 14,322 more become exercisable on 11-29-08
(9)	These stock warrants were issued in connection with a note to the issuer on 4-20-2006, and vested monthly as long as the note was outstanding. This note was paid off with the issuer's financing closed on 11-30-2006, and 69,444 warrants were unvested and therefore canceled.
(10)	These stock warrants were issued in connection with a note to the issuer on 5-19-2006, and vested monthly as long as the note was outstanding. This note was paid off with the issuer's financing closed on 11-30-2006, and 26,042 were unvested and therfore canceled.
Remarks: All amounts of securities reflect a 7 to 1 reverse split of the company's stock which took effect on March 1, 2004.

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