Kross Peter T Form 3 TELKONET / PETER T KROSS 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^*

KROSS PETER T

(Last) (First) (Middle)

C/O TELKONET, INC.

20800 SWENSON DR. SUITE 175

(Street)

WAUKESHA WI 53186

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2016

3. Issuer Name and Ticker or Trading Symbol
TELKONET INC [ TKOI ]

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

X	Director	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)
Common Stock, par value $0.001	2,720,327	D
Common Stock, par value $0.001	1,231,211	I	By family
Common Stock, par value $0.001	516,342	I	Discretionary voting and dispositive authority

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
Employee Stock Option (right to buy)(1)	(2)	(3)	Common Stock	100,000	0.19	D

Explanation of Responses:

1. Options granted pursuant to the 2012 Board of Directors Compensation Policy.

2. Options vest quarterly over 5 years.

3. This option expires on the earlier of the ten year anniversary or one year from employment separation.

	/s/ Peter T. Kross	07/11/2016
	** 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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