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 *
Hayward James A
   2. Issuer Name and Ticker or Trading Symbol
APPLIED DNA SCIENCES INC [APDN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, CEO and President
(Last)
(First)
(Middle)
50 HEALTH SCIENCES DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
11/20/2014
(Street)

STONY BROOK, NY 11790		 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)
Code V Amount (A) or (D) Price
Common Stock 11/20/2014   J(1)   315,171 A (1) 1,842,331 D  
Common Stock 11/20/2014   P   76,923 A $ 3.24 (2) 1,919,254 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $ 3.5 11/20/2014   J(1)   315,171     (3) 11/20/2019 Common Stock 315,171 (1) 315,171 D  
Warrants $ 3.5 11/20/2014   P   76,923     (3) 11/20/2019 Common Stock 76,923 $ 0.01 (2) 392,094 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hayward James A
50 HEALTH SCIENCES DRIVE
STONY BROOK, NY 11790		   X   X   Chairman, CEO and President  

Signatures

 /s/ Karol Kain Gray, Attorney-in-Fact   11/20/2014
**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) The reporting person was the holder of a 12.5% Promissory Note dated as of September 11, 2014 issued by Applied DNA Sciences, Inc. (the "Issuer") to the reporting person in the original principal amount of $1,000,000. The Promissory Note, together with accrued interest, was exchanged (for no additional consideration) for shares of the Common Stock and Warrants to purchase Common Stock immediately prior to the closing of the Issuer's public offering pursuant to its Registration Statement on Form S-1 (File No. 333-199121), in an amount determined by the quotient obtained by dividing the outstanding principal and interest of the Promissory Note by $3.25 (the price of the Common Stock and Warrants sold in the public offering).
(2) Represents shares of the Issuer's common stock and Warrants purchased at the public offering price of $3.24 per common share and $0.01 per Warrant.
(3) These warrants are fully exercisable.

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