Sec Form 5/A Filing - LINARES RONALD T @ OMNICOMM SYSTEMS INC - 2012-12-31

FORM 5/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person LINARES RONALD T 2. Issuer Name and Ticker or Trading Symbol OMNICOMM SYSTEMS INC [ OMCM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former CFO (Last) (First) (Middle) 2101 W. COMMERCIAL BLVD., SUITE 3500 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2012 (Street) FORT LAUDERDALE, FL33309 4. If Amendment, Date Original Filed (MM/DD/YY) 02/04/2013 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Convertible Debenture $ 0.5 01/01/2012 J( 1 ) V 250,000 12/16/2008( 1 ) 12/16/2013 Common Stock 250,000 $ 0.5 0 D Common Stock Warrant $ 0.5 01/01/2012 J( 1 ) V 250,000 12/16/2008( 1 ) 12/16/2013 Common Stock 250,000 $ 0.5 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LINARES RONALD T 2101 W. COMMERCIAL BLVD. SUITE 3500 FORT LAUDERDALE, FL33309 Former CFO Signatures /s/ Ronald T. Linares 03/25/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 1, 2012, the Reporting Person assigned a Convertible Note of the Issuer dated December 16, 2008 in the amount of $125,000 convertible into 250,000 shares of common stock of the Issuer and warrants convertible into 250,000 shares of common stock of the Issuer at an exercise price of $0.50 with an expiration date of December 16, 2013 to Cornelis F. Wit, CEO and Director of the Issuer. As part of the assignment from Mr. Linares to Mr. Wit, a personal promissory note from Mr. Linares to Mr. Wit in the amount of $100,000 was deemed fully satisfied. In addition, the transaction was part of a business relationship with Mr. Wit involving numerous other transactions unrelated to the Issuer and the Issuer's securities which in the aggregate the Reporting Person is not able to quantify the consideration paid for the securities.

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 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.