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SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
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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).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
KAPLITT MARTIN J DR
(Last) (First) (Middle)
C/O NEUROLOGIX, INC.
ONE BRIDGE PLAZA
(Street)
FORT LEE NJ 07024
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEUROLOGIX INC/DE [ NRGX:OB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 07/14/2009 G5 120,000(1) D $0 2,195,610(2) I By trust(3)
Common Stock 07/14/2009 G5 40,000 A $0 40,000(2) I By irrevocable gift trust(4)
Common Stock 07/14/2009 G5 40,000 A $0 40,000(2) I By self as UGMA custodian for immediate family member
Common Stock 07/14/2009 G5 40,000 A $0 40,000(2) I By self as UGMA custodian for immediate family member
Common Stock 103,291(2) D
Common Stock 04/29/2010 G 90,000(5) D $0 2,105,610 I By trust(3)
Common Stock 04/29/2010 G 30,000 A $0 70,000 I By irrevocable gift trust(4)
Common Stock 04/29/2010 G 30,000 A $0 70,000 I By self as UGMA custodian for immediate family member
Common Stock 04/29/2010 G 30,000 A $0 70,000 I By self as UGMA custodian for immediate family member
Common Stock 103,291 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 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Of the shares gifted by the reporting person on July 14, 2009, 40,000 were gifted to an irrevocable gift trust for the benefit of an immediate family member of the reporting person, 40,000 were gifted to a custodial account for the benefit of an immediate family member of the reporting person under the Uniform Gifts to Minors Act and 40,000 were gifted to a custodial account for the benefit of another immediate family member of the reporting person under the Uniform Gifts to Minors Act. The reporting person is a trustee of the irrevocable gift trust and the custodian for each of the custodial accounts.
2. As of December 31, 2009.
3. Shares held in a family trust of which the reporting person and his wife are the sole trustees and the reporting person is the sole beneficiary.
4. Shares held in an irrevocable gift trust of which the reporting person is a trustee and an immediate family member of the reporting person is the sole beneficiary.
5. Of the shares gifted by the reporting person on April 29, 2010, 30,000 were gifted to an irrevocable gift trust for the benefit of an immediate family member of the reporting person, 30,000 were gifted to a custodial account for the benefit of an immediate family member of the reporting person under the Uniform Gifts to Minors Act and 30,000 were gifted to a custodial account for the benefit of another immediate family member of the reporting person under the Uniform Gifts to Minors Act. The reporting person is a trustee of the irrevocable gift trust and the custodian for each of the custodial accounts.
/s/ Martin J. Kaplitt 02/04/2011
** 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.