Ayro (AYRO) Form 3/A WPCS INTERNATIONAL / Robert Roller ownership change

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^*

Roller Robert

(Last) (First) (Middle)

C/O WPCS INTERNATIONAL INCORPORATED

521 RAILROAD AVENUE

(Street)

SUISUN CITY CA 94585

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2015

3. Issuer Name and Ticker or Trading Symbol
WPCS INTERNATIONAL INC [ WPCS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)
11/02/2015

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to purchase)	09/18/2012	09/18/2017	Common stock	162	13.2	D
Stock Options (right to purchase)	04/24/2014	04/24/2019	Common stock	2,273	26.4	D
Stock Options (right to purchase)	08/06/2015	08/06/2025	Common stock	7,500	1.19	D
Stock Options (right to purchase)(1)	09/29/2015	09/29/2025	Common stock	275,000	1.32	D

Explanation of Responses:

1. The Options were granted under the WPCS International Incorporated 2014 Equity Incentive Plan. 25,000 options vested immediately upon granting, 75,000 options will vest on April 30, 2016 and 175,000 options will vest upon the issuer closing on a merger transaction or acquisition transaction by December 31, 2016.

Remarks:

President/Acquisition Coordinator-Operating Division. This amendment is being filed to reflect a revision made on April 25, 2016 to the vesting requirement on 175,000 of the options.

	/s/ Robert Roller	04/27/2016
	** 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).
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