SEC FORM 3

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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^*

Quarella Michael

(Last)

(First)

(Middle)

7 WELLS AVENUE

(Street)

NEWTON

02459

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2012

3. Issuer Name and Ticker or Trading Symbol
AMBIENT CORP /NY [ AMBT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Operating Officer

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Non-Qualified Stock Option	⁽¹⁾	02/28/2015	common stock, par value $0.001	2,500⁽¹⁾	$20⁽¹⁾	D
Non-Qualified Stock Option	⁽²⁾	07/01/2016	common stock, par value $0.001	3,750⁽²⁾	$20⁽²⁾	D
Non-Qualified Stock Option	⁽²⁾	07/01/2016	common stock, par value $0.001	3,750⁽²⁾	$25⁽²⁾	D
Non-Qualified Stock Option	⁽³⁾	11/15/2017	common stock, par value $0.001	10,000⁽³⁾	$4.5⁽³⁾	D
Non-Qualified Stock Option	⁽⁴⁾	01/13/2019	common stock, par value $0.001	31,500⁽⁴⁾	$3.5⁽⁴⁾	D
Non-Qualified Stock Option	⁽⁵⁾	10/18/2020	common stock, par value $0.001	50,000⁽⁵⁾	$12⁽⁵⁾	D
Non-Qualified Stock Option	⁽⁶⁾	12/20/2021	common stock, par value $0.001	83,334⁽⁶⁾	$6.3⁽⁶⁾	D
Non-Qualified Stock Option	⁽⁷⁾	12/20/2021	common stock, par value $0.001	83,333⁽⁷⁾	$6.75⁽⁷⁾	D
Non-Qualified Stock Option	⁽⁷⁾	12/20/2021	common stock, par value $0.001	83,333⁽⁷⁾	$7.25⁽⁷⁾	D

Explanation of Responses:

1. In connection with the employment of the reporting person, a stock option was issued under the Company?s 2000 Equity Incentive Plan (the ?Plan?) on February 28, 2005 and which has vested as of the date hereof.

2. In connection with the employment of the reporting person, a stock option was issued under the Company?s Plan on July 1, 2006 and which has vested as of the date hereof.

3. In connection with the employment of the reporting person, a stock option was issued under the Company?s Plan on November 15, 2007 and which has vested as of the date hereof

4. In connection with the employment of the reporting person, a stock option was issued under the Company?s Plan on January 13, 2009 and which has vested as of the date hereof.

5. In connection with the employment of the reporting person, a stock option was issued under the Company?s Plan on October 18, 2010 and which vests, on a quarterly basis in equal installments of 4,166 shares at the end of each of twelve consecutive quarters, beginning with the quarter ending December 31, 2010.

6. In connection with the employment of the reporting person, a stock option was issued under the Company?s Plan on December 20, 2011 and which has vested as of the date hereof.

7. In connection with the employment of the reporting person, a stock option was issued under the Company?s Plan on December 20, 2011 and which vests, on a quarterly basis in equal installments of 10,416 shares at the end of each of eight consecutive quarters, beginning with the quarter ending March 31, 2013.

	/s/ Michael Quarella	11/26/2012
	** 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).
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.