Sec Form 4 Filing - Johnson Frank L @ FORWARD INDUSTRIES INC - 2014-02-19

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 Johnson Frank L 2. Issuer Name and Ticker or Trading Symbol FORWARD INDUSTRIES INC [ FORD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 13(d) group (Last) (First) (Middle) 570 LEXINGTON AVENUE, 27TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2014 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Forward Industries Common Stock ( 1 ) 02/19/2014 S 241,274 D $ 1.7002 33,137 I By LaGrange Capital Partners, L.P. ( 2 ) Forward Industries Common Stock ( 1 ) 02/19/2014 S 26,808 D $ 1.7002 67,562 I By LaGrange Capital Partners Offshore Fund, Ltd. ( 3 ) Forward Industries Common Stock ( 1 ) 02/20/2014 S 33,137 D $ 1.7011 0 I By LaGrange Capital Partners, L.P. ( 2 ) Forward Industries Common Stock ( 1 ) 02/20/2014 S 67,562 D $ 1.7011 0 I By LaGrange Capital Partners Offshore Fund, Ltd. ( 3 ) Forward Industries Common Stock ( 1 ) 02/20/2014 S 71,975 D $ 1.6611 48,303 I By LaGrange Capital Administration, L.L.C. ( 4 ) Forward Industries Common Stock ( 1 ) 02/21/2014 S 48,303 D $ 1.5985 0 I By LaGrange Capital Administration, L.L.C. ( 4 )

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 Johnson Frank L 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY10022 X Member of 13(d) group LaGrange Capital Partners LP 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY10022 Member of 13(d) group LaGrange Capital Management, LLC 570 LEXINGTON AVENUE 27TH FL NEW YORK, NY10022 Member of 13(d) group LAGRANGE CAPITAL PARTNERS OFFSHORE FUND LTD 73 FRONT ST HAMILTON, A1000000 Member of 13(d) group LaGrange Capital Administration, L.L.C. 570 LEXINGTON AVENUE, 27TH FLOOR NEW YORK, NY10022 Member of 13(d) group Signatures /S/ Frank L. Johnson 02/21/2014 Signature of Reporting Person Date /S/ LaGrange Capital Partners, L.P., By LaGrange Capital Management, L.L.C., its General Partner, by Frank L. Johnson, its sole member 02/21/2014 Signature of Reporting Person Date /S/ LaGrange Capital Partners Offshore Fund, Ltd., By LaGrange Capital Administration, L.L.C., its Investment Manager, By Frank L. Johnson, its Managing Member 02/21/2014 Signature of Reporting Person Date /S/ LaGrange Capital Management, L.L.C., By Frank L. Johnson, its sole member 02/21/2014 Signature of Reporting Person Date /S/ LaGrange Capital Administration, L.L.C., By Frank L. Johnson, its Investment Manager 02/21/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by LaGrange Capital Partners, L.P. ("Capital Partners"), LaGrange Capital Partners Offshore Fund, Ltd. ("Capital Partners Offshore Fund"), LaGrange Capital Management, L.L.C. ("Capital Management"), LaGrange Capital Administration, L.L.C. ("Capital Administration") and Frank L. Johnson. Each of the Reporting Persons is a member of a Schedule 13(d) group with respect to the securities of the Issuer that no longer beneficially own any of the Issuer's oustanding shares of common stock. As members of the group, each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by the other members of the group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer beneficially owned by the other members of the group except to the extent of his or its pecuniary interest therein. ( 2 )Shares beneficially owned by Capital Partners. As the general partner of Capital Partners, Capital Management may be deemed to beneficially own the Shares owned beneficially by Capital Partners. As the sole member of Capital Management, Frank L. Johnson may be deemed to beneficially own the Shares beneficially owned by Capital Partners. ( 3 )Shares beneficially owned by Capital Partners Offshore Fund. As the investment manager of Capital Partners Offshore Fund, Capital Administration may be deemed to beneficially own the Shares beneficially owned by Capital Partners Offshore Fund. As the managing member of Capital Administration, Frank L. Johnson may be deemed to beneficially own the Shares beneficially owned by Capital Partners Offshore Fund ( 4 )Shares beneficially owned by Capital Administration. As the managing member of Capital Administration, Frank L. Johnson may be deemed to beneficially own the Shares beneficially owned by Capital Administration. On February 18, 2014, 120,278 Shares of Capital Partners were transferred to Capital Administration in connection with internal structuring matters.

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).

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