Grossman Bruce Form 3 SG BLOCKS / Bruce Grossman ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Grossman Bruce

(Last) (First) (Middle)

C/O DILLON HILL CAPITAL LLC

200 BUSINESS PARK DRIVE, SUITE 306

(Street)

ARMONK NY 10504

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2016

3. Issuer Name and Ticker or Trading Symbol
SG BLOCKS, INC. [ SGBX ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	1,111,500	1	I	See Footnote(2)

Explanation of Responses:

1. The Series A Convertible Preferred Stock became convertible on June 30, 2016 and has a perpetual duration.

2. Dillon Hill Capital, LLC, of which the Reporting Person is the sole member, directly owns 741,000 shares of Series A Convertible Preferred Stock. Dillon Hill Investment Company, LLC, the sole member of which is a trust of which the Reporting Person's spouse is a co-trustee, directly owns 370,500 shares of Series A Convertible Preferred Stock. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ Bruce Grossman	07/29/2016
	** 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 5 (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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