PCS Edventures! (PCSV) Form 4 PCS EDVENTURES COM / K. Sue Redman ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Redman K. Sue

(Last) (First) (Middle)

902 CROOKED STICK

(Street)

COLLEGE STATION TX 77845

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PCS EDVENTURES COM INC [ PCSV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2015

4. 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 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
Restricted Common Stock Unit	06/01/2015(1)		A		46,150	A	$0.15(2)	46,150	D

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 Securities Underlying Derivative Security (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: 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
Restricted Common Stock Unit	$0.19(3)	09/24/2015		A		81,000		09/30/2016	09/30/2016(4)	Restricted Common Stock Unit	81,000	$0(4)	81,000	D

Explanation of Responses:

1. Grant of Restricted Stock Units. The Board of Directors of the Company granted the reporting person (the "Participant") 46,150 restricted stock units (the "Restricted Stock Units") on June 1, 2015 (the "Grant Date"), in accordance with the provisions of Article 6 of the Company's 2009 Equity Compensation Plan (the "Plan"), representing compensation for board services for the period of June 1, 2015, through September 30, 2015. On September 30, 2015, the Plan's Vesting and Settlement conditions of:: (i) the Participant has been re-elected as a director at the annual meeting of the Company's shareholders in September 2015; and (ii) the Participant has continued to serve as a Company director through September 30, 2015, were satisfied.

2. The Restricted Stock Units are revalued at date of vesting and were issued on November 16, 2015.

3. Grant of Restricted Stock Units. The Board of Directors of the Company also granted the Participant 81,000 Restricted Stock Units on September 24, 2015 (the "Grant Date"), in accordance with the provisions of Article 6 of the Company's Plan, at the close of market price, representing compensation for board services for the period of October 1, 2015, through September 30, 2016. Each Restricted Stock Unit represents the right to receive one share of the Company's common stock in the future, subject to the restrictions and other conditions set forth in the Restricted Stock Unit Award Agreement (the "Agreement") and in the Plan.

4. The Restricted Stock Units do not vest and are forfeitable until the "Vesting and Settlement" conditions of the Agreement have been satisfied. The Restricted Stock Units are revalued at date of vesting and are issued when administratively practicable.

Remarks:

	/s/ K. Sue Redman	12/09/2015
	** 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 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).
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