Nathaniel Lipman Form 4 WALKER INNOVATION / Nathaniel Lipman 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^*

Lipman Nathaniel

(Last) (First) (Middle)

C/O 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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2018

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)	$0.34	09/06/2018		A		70,000		(1)	05/10/2027	Common Stock	70,000	(1)	70,000	D
Stock Option (right to buy)	$0.34	09/07/2018		D(1)			70,000	(1)	05/10/2027	Common Stock	70,000	(1)	0	D
Stock Option (right to buy)	$0.43	09/07/2018		D(2)			75,000	(2)	05/15/2025	Common Stock	75,000	(2)	0	D
Stock Option (right to buy)	$0.43	09/07/2018		D(3)			150,000	(3)	11/15/2023	Common Stock	150,000	(3)	0	D

Explanation of Responses:

1. Stock option granted on May 10, 2017 pursuant to Walker Innovation Inc. (formerly known as Patent Properties, Inc.) 2015 Long-term Incentive Plan in respect of 23,333 shares exercisable from and after May 10, 2018; 23,333 shares exercisable from and after May 10, 2019; and 23,334 shares exercisable from and after May 10, 2020. In connection with the Plan of Complete Liquidation and Dissolution of the Company, on September 6, 2018 (the day immediately prior to the filing of the Company's Certificate of Dissolution with the State of Delaware), unvested options under this grant were vested in full and, on a date to be determined by the Company's Board of Directors, will be settled in cash in an amount equal to the difference between the exercise price and the aggregate liquidating distributions paid to the Company's stockholders in accordance with the Plan of Complete Liquidation and Dissolution.

2. Stock option granted pursuant to Walker Innovation Inc. (formerly known as Patent Properties, Inc.) 2015 Long-term Incentive Plan in respect of 25,000 shares exercisable from and after May 15, 2016; 25,000 shares exercisable from and after May 15, 2017; and 25,000 shares exercisable from and after May 15, 2018. In connection with the Plan of Complete Liquidation and Dissolution of the Company, on a date to be determined by the Company's Board of Directors, options under this grant will be settled in cash in an amount equal to the difference between the exercise price and the aggregate liquidating distributions paid to the Company's stockholders in accordance with the Plan of Complete Liquidation and Dissolution.

3. Stock options granted pursuant to Amended and Restated 2006 Long-term Incentive plan in respect of 50,000 shares exercisable from and after November 15, 2014; 50,000 shares exercisable from and after November 15, 2015; and 50,000 shares exercisable from and after November 15, 2016. In connection with the Plan of Complete Liquidation and Dissolution of the Company, on a date to be determined by the Company's Board of Directors, options under this grant will be settled in cash in an amount equal to the difference between the exercise price and the aggregate liquidating distributions paid to the Company's stockholders in accordance with the Plan of Complete Liquidation and Dissolution.

Remarks:

	/s/Nathaniel J. Lipman	09/07/2018
	** Signature of Reporting Person	Date
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