MobileSmith (MOSTQ) Form 3 MobileSmith / Randy Tomlin 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^*

Tomlin Randy

(Last) (First) (Middle)

6800 GREENHILL CT.

(Street)

PARKER TX 75002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2016

3. Issuer Name and Ticker or Trading Symbol
MobileSmith, Inc. [ MOST ]

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

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

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Option(1)	(2)	(3)	Common Stock, par value $0.001 per share	468,860	1.5	D

Explanation of Responses:

1. Stock Options were granted August 4, 2016 under the Issuer's 2016 Equity Compensation Plan in connection with the Reporting Person's joining the Board of Directors to purchase 468,860 shares of Common Stock, Par Value $0.001, at an exercise price of $1.50 per share.

2. The options vest in equal installments on a quarterly basis, at the end of each quarter, over three years, commencing on the quarter ended September 30, 2016.

3. The options vest in equal installments on a quarterly basis, at the end of each quarter, over three years, commencing on the quarter ended September 30, 2016.

	/s/Randy Tomlin	08/19/2016
	** 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).
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