Thomas J Meaney Form 4 MIKROS SYSTEMS / THOMAS J MEANEY 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^*

MEANEY THOMAS J

(Last) (First) (Middle)

12 FAIRHILL DRIVE

(Street)

CHADDS FORD PA 19317

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MIKROS SYSTEMS CORP [ MKRS.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2016

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
Redeemable Series C Preferred Stock	06/16/2016		S		5,000	D	(1)	0	D
Series D Preferred Stock	06/16/2016		S		138,000	D	(1)	0	D
Common Stock	06/16/2016		P		2,533,168	A	(1)	6,045,235	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
Convertible Preferred Stock	(2)	06/16/2016		S			50,000	(2)	(2)	Convertible Preferred Stock	50,000	(1)	0	D
Series B Convertible Preferred Stock	(3)	06/16/2016		S			649,925	(3)	(3)	Series B Convertible Preferred Stock	649,925	(1)	0	D

Explanation of Responses:

1. The reporting person entered into an Exchange Agreement with the Issuer on June 16, 2016 (the "Exchange Agreement"). Under the Exchange Agreement, certain shares of preferred stock were exchanged for cash and shares of common stock as follows: (i) each share of Convertible Preferred Stock was exchanged for $0.165 in cash and 1.95 shares of common stock; (ii) each share of Series B Convertible Preferred Stock was exchanged for $0.0825 in cash and 2.43 shares of common stock; (iii) each share of Redeemable Series C Preferred Stock was exchanged for $2.708 in cash and 31.27 shares of common stock; and (iv) each share of Series D Preferred Stock was exchanged for $0.36232 in cash and 5.072464 shares of common stock.

2. Each share of Convertible Preferred Stock was convertible at any time into one share of common stock, and had no expiration date.

3. Each share of Series B Convertible Preferred Stock was convertible at any time into three shares of common stock, and had no expiration date.

	/s/ Thomas J. Meaney	06/20/2016
	** 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 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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