John Stearns Monson Form 4 MoSys / John Stearns Monson 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^*

Monson John Stearns

(Last) (First) (Middle)

3301 OLCOTT STREET

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MoSys, Inc. [ MOSY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP of Marketing and Sales

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2016

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

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
Option to purchase common stock	$3.92	08/23/2016		D			175,000	(1)	02/22/2018	Common Stock	175,000	(2)	0	D
Option to purchase common stock	$4.46	08/23/2016		D			49,900	(3)	06/06/2023	Common Stock	49,900	(2)	0	D
Option to purchase common stock	$0.72	08/23/2016		D		128,514		(4)	08/23/2026	Common Stock	128,514	(2)	128,514	D

Explanation of Responses:

1. The canceled option provided for vesting as follows: 25% of the shares subject to the option on February 23, 2013 and as to 2.083% of the shares subject to the option on the 23rd day of each calendar month thereafter

2. On August 23, 2016, the Issuer canceled, pursuant to an option exchange program, options granted to the Reporting Person on 2/22/12 and 6/6/13. In exchange for these options to cumulatively purchase 224,900 shares, the Reporting Person received a new option to purchase 128,514 shares at a lower exercise price.

3. The canceled option provided for vesting as follows: 7,300, 7,300, 7,300, 21,000, 7,000 shares in fiscal years 2013, 2014, 2015, 2016 and 2017, respectively

4. Option granted to replace cancelled options, pursuant to an option exchange program; vests ratably over 36 months

	/s/ C. Leitner by power of attorney	08/25/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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