Edgar Filing: Veri-Tek International, Corp.

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 ^*

FEINBERG JEFF

2. Issuer Name and Ticker or Trading Symbol
Veri-Tek International, Corp. [VCC]

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

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

(Last)

(First)

(Middle)

C/O JLF ASSET MANAGEMENT, LLC, 2775 VIA DE LA VALLE, SUITE 204

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2007

(Street)

DEL MAR, CA 92014

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	07/05/2007		X		136,360	A	$ 4.25	1,401,534	D ⁽¹⁾
Common Stock	07/05/2007		X		0	A	$ 0	1,401,534	I	Footnote ⁽²⁾
Common Stock	07/05/2007		X		101,720	A	$ 4.25	1,081,668	D ⁽³⁾
Common Stock	07/05/2007		X		0	A	$ 0	1,081,668	I	Footnote ⁽⁴⁾
Common Stock	07/05/2007		X		7,920	A	$ 4.25	81,315	I	Footnote ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

Series B Warrant

$ 4.25

07/05/2007

136,360

05/15/2007

11/15/2011

Common Stock

136,360

$ 0

D ⁽⁶⁾

Series B Warrant

$ 4.25

07/05/2007

05/15/2007

11/15/2011

Common Stock

$ 0

Footnote ⁽⁷⁾

Series B Warrant

$ 4.25

07/05/2007

101,720

05/15/2007

11/15/2011

Common Stock

101,720

$ 0

D ⁽⁸⁾

Series B Warrant

$ 4.25

07/05/2007

05/15/2007

11/15/2011

Common Stock

$ 0

Footnote ⁽⁹⁾

Series B Warrant

$ 4.25

07/05/2007

7,920

05/15/2007

11/15/2011

Common Stock

7,920

$ 0

Footnote ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FEINBERG JEFF C/O JLF ASSET MANAGEMENT, LLC 2775 VIA DE LA VALLE, SUITE 204 DEL MAR, CA 92014		X
JLF OFFSHORE FUND LTD PO BOX 896, HARBOUR CENTRE 2ND FL, NORTH CHURCH ST GRAND CAYMAN, BRITISH W INDIES, E9 00000		X
JLF PARTNERS I, L.P. 2775 VIA DE LA VALLE SUITE 204 DEL MAR, CA 92014		X

Signatures

/s/ Jeffrey L. Feinberg(+)		07/09/2007
^**Signature of Reporting Person		Date
JLF Offshore Fund, Ltd. (+), By: /s/ Jeffrey L. Feinberg, as Managing Member of JLF Asset Management, L.L.C., its investment manager		07/09/2007
^**Signature of Reporting Person		Date
JLF Partners I, L.P.(+), By: /s/ Jeffrey L. Feinberg, as Managing Member of JLF Asset Management, L.L.C., its management company		07/09/2007
^**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)	These securities are owned by JLF Offshore Fund, Ltd. (the "Fund"), which is a Reporting Person.
(2)	These securities are held in the account of the Fund. Jeffrey Feinberg has investment discretion over these securities by virtue of Jeffrey Feinberg's position in the investment manager of the Fund.
(3)	These securities are owned by JLF Partners I, L.P. (the "Partnership"), which is a Reporting Person.
(4)	These securities are held in the account of the Partnership. Jeffrey Feinberg has investment discretion over these securities by virtue of Jeffrey Feinberg's position in the management company of the Partnership.
(5)	These securities are held in the account of a private investment vehicle over which Jeffrey Feinberg has investment discretion by virtue of his position in the management company of said entity.
(6)	These securities were owned by the Fund, which is a Reporting Person.
(7)	These securities were held in the account of the Fund. Jeffrey Feinberg had investment discretion over these securities by virtue of Jeffrey Feinberg's position in the investment manager of the Fund.
(8)	These securities were owned by the Partnership, which is a Reporting Person.
(9)	These securities were held in the account of the Partnership. Jeffrey Feinberg had investment discretion over these securities by virtue of Jeffrey Feinberg's position in the management company of the Partnership.
(10)	These securities were held in the account of a private investment vehicle over which Jeffrey Feinberg had investment discretion by virtue of his position in the management company of said entity.
Remarks: (+) The Reporting Persons hereby disclaim beneficial ownership over the securities reported on this Form 4 except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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