Sec Form 4 Filing - RUBENSTEIN BARRY @ FALCONSTOR SOFTWARE INC - 2014-05-23

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

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 RUBENSTEIN BARRY 2. Issuer Name and Ticker or Trading Symbol FALCONSTOR SOFTWARE INC [ FALC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FALCONSTOR SOFTWARE, INC., 2 HUNTINGTON QUADRANGLE 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2014 (Street) MELVILLE, NY11747 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 971,000 D ( 1 ) Common Stock 05/23/2014 S( 8 ) 100,000 D $ 1.4761 ( 6 ) 436,800 I By Woodland Venture Fund ( 2 ) Common Stock 05/23/2014 S( 8 ) 47,015 D $ 1.5448 ( 7 ) 131,323 I By Seneca Ventures ( 3 ) Common Stock 957,257 I By Woodland Partners ( 4 ) Common Stock 187,900 I By Brookwood Partners, L.P. ( 5 ) Common Stock 1,258 I By Spouse

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. Tran saction 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 RUBENSTEIN BARRY C/O FALCONSTOR SOFTWARE, INC. 2 HUNTINGTON QUADRANGLE MELVILLE, NY11747 X Signatures /s/ Seth Horowitz as Attorney-in-Fact 05/23/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 100,000 shares held jointly by Barry Rubenstein and Marilyn Rubenstein (spouse). ( 2 )Held by Woodland Venture Fund. Mr. Rubenstein is a general partner of Woodland Venture Fund. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 3 )Held by Seneca Ventures. Mr. Rubenstein is a general partner of Seneca Ventures. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 4 )Held by Woodland Partners. Mr. Rubenstein is a general partner of Woodland Partners. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 5 )Held by Brookwood Partners, L.P. Mr. Rubenstein is a general partner of Brookwood Partners, L.P. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.45 to $1.53, inclusive. The reporting person undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, further information regarding the number of shares sold at each separate price such shares were sold. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.53 to $1.59, inclusive. The reporting person undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, further information regarding the number of shares sold at each separate price such shares were sold. ( 8 )There were purchases by Woodland Venture Fund and Seneca Ventures of an aggregate of 60,315 shares on May 19, 2014 at a price range between $1.47 and $1.51, inclusive, that have been matched against sales on May 23, 2014 by Woodland Venture Fund and Seneca Ventures to the extent of an aggregate of 60,315 shares at a price range between $1.52 and $1.59, inclusive. The aforementioned purchase price constitutes the lowest purchase price paid by the reporting person matched against the highest sale price that the reporting person received for the sale of shares on the date hereof. The reporting person has agreed to pay to Falconstor Software, Inc. $2,133.58, representing the full amount of the profit realized in connection with the short-swing transaction.

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.