Walker Innovation (WLKR) Form 4 WALKER INNOVATION / JONATHAN ELLENTHAL 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^*

ELLENTHAL JONATHAN

(Last) (First) (Middle)

WALKER INNOVATION INC.

TWO HIGH RIDGE PARK

(Street)

STAMFORD CT 06905

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WALKER INNOVATION INC. [ WLKR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2017

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

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
Stock Option (Right to Buy)	$4.05	11/15/2013		D(1)			1,000,000	(2)	11/15/2023	Common Stock	1,000,000	(1)	0	D
Stock Option (Right to Buy)	$0.43	03/20/2017		A(1)		1,000,000		(2)	11/15/2023	Common Stock	1,000,000	(1)	1,000,000	D
Stock Option (Right to Buy)	$1.4	05/15/2015		D(3)			200,000	(4)	05/15/2025	Common Stock	200,000	(3)	0	D
Stock Option (Right to Buy)	$0.43	03/20/2017		A(3)		200,000		(4)	05/15/2025	Common Stock	200,000	(3)	200,000	D

Explanation of Responses:

1. The transaction reported herein reflects a repricing of options (the "Repricing") that was approved by Walker Innovation Inc. stockholders on January 17, 2017. The stock options were originally granted to the reporting person November 15, 2013. As a result of the Repricing, such options now have a lower exercise price; other than the reduced exercise price, there have been no changes in the terms of such options. However, under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, a reduction in the exercise price of any option is treated as effectively canceling the old option and granting a new option as of the effective date of the repricing, and thus is being reported accordingly in this Form 4.

2. Stock option granted pursuant to Amended and Restated 2006 Long-Term Incentive Plan in respect of 333,333 Shares exercisable from and after November 15, 2014; 333,333 Shares exercisable from and after November 15, 2015; and 333,334 Shares exercisable from and after November 15, 2016.

3. The transaction reported herein reflects a repricing of options (the "Repricing") that was approved by Walker Innovation Inc. stockholders on January 17, 2017. The stock options were originally granted to the reporting person May 15, 2015. As a result of the Repricing, such options now have a lower exercise price; other than the reduced exercise price, there have been no changes in the terms of such options. However, under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, a reduction in the exercise price of any option is treated as effectively canceling the old option and granting a new option as of the effective date of the repricing, and thus is being reported accordingly in this Form 4.

4. Stock option grant pursuant the Walker Innovation Inc. (formerly known as Patent Properties, Inc.) 2015 Long-term Incentive Plan in respect of 66,666 Shares exercisable from and after May 15, 2016; 66,667 shares from and after May 15, 2017; and 66,667 Shares from and after May 15, 2018.

Remarks:

	/s/Jonathan Ellenthal	03/21/2017
	** Signature of Reporting Person	Date
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