Sec Form 4 Filing - Kesner Harvey J @ SPHERIX INC - 2013-05-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
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1. Name and Address of Reporting Person
Kesner Harvey J
2. Issuer Name and Ticker or Trading Symbol
SPHERIX INC [ SPEX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
INTERIM CEO
(Last) (First) (Middle)
7927 JONES BRANCH DRIVE, SUITE 3125
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2013
(Street)
TYSONS CORNER, VA22102
4. If Amendment, Date Original Filed (MM/DD/YY)
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
Common Stock 05/31/2013 S 110,000 D 29,795 ( 2 ) I See Explanatory Note ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kesner Harvey J
7927 JONES BRANCH DRIVE
SUITE 3125
TYSONS CORNER, VA22102
X INTERIM CEO
Signatures
/s/ Harvey J. Kesner 06/07/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The purchase price is equal to the fair market value of the shares of common stock on May 31, 2013 as determined pursuant to a written valuation report prepared by an independent financial advisory firm. An initial payment of $50,000 was made pending receipt of the final valuation report.
( 2 )Includes (i) 9,391 shares of common stock, (ii) warrants to purchase 9,391 shares of common stock exercisable within 60 days and (iii) 10,000 shares of restricted common stock held by Paradox Capital Partners LLC ("Paradox"). Includes options to purchase 1,013 shares of common stock exercisable within 60 days held by Mr. Kesner. Excludes 110,000 shares of restricted common stock held by U.S. Commonwealth Life A.I. ("USL") of which The Four Camps 2013 Trust is beneficiary. Mr. Kesner is the sole manager and member of Paradox and in such capacity has voting and dispositive power over shares held by Paradox. Mr. Kesner exercises no investment or voting power and disclaims beneficial ownership of the shares held by USL.

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).

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