Sec Form 4 Filing - COOPERMAN LEON G @ EMPIRE RESOURCES INC /NEW/ - 2014-08-15

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 COOPERMAN LEON G 2. Issuer Name and Ticker or Trading Symbol EMPIRE RESOURCES INC /NEW/ [ ERS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 810 SEVENTH AVENUE, 33RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2014 (Street) NEW YORK, NY10019 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 08/18/2014 C( 1 ) 253,666 A 253,666 I Foundation ( 2 ) Common Stock 08/15/2014 S 15,010 D $ 5.93 ( 3 ) 238,656 I Foundation ( 2 ) Common Stock 08/18/2014 S 8,033 D $ 5.97 ( 3 ) 230,623 I Foundation ( 2 ) Common Stock 08/19/2014 S 20,037 D $ 5.96 ( 3 ) 210,586 I Foundation ( 2 ) Common Stock 08/20/2014 S 4,586 D $ 5.76 ( 3 ) 206,000 I Foundation ( 2 ) Common Stock 08/22/2014 S 27,736 D $ 5.67 ( 3 ) 178,264 I Foundation ( 2 ) Common Stock 08/25/2014 S 49,336 ( 3 ) D $ 5.71 128,928 I Foundation ( 2 ) Common Stock 08/26/2014 S 3,835 D $ 5.7 ( 3 ) 125,093 I Foundation ( 2 ) Common Stock 08/27/2014 S 493 D $ 5.7 124,600 I Foundation ( 2 ) Common Stock 08/28/2014 S 3,899 ( 3 ) D $ 5.7 ( 3 ) 120,701 I Foundation ( 2 ) Common Stock 08/29/2014 S 750 D $ 5.7 119,951 I Foundation ( 2 ) Common Stock 09/02/2014 S 701 A $ 5.7 119,250 I Foundation ( 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 10% Convertible Senior Subordinated Notes Due June 1, 20 ( 4 ) ( 4 ) ( 5 ) 06/01/2016 Common Stock 253,666 760,998 I Foundation ( 2 ) 10% Convertible Senior Subordinated Notes due June 1, 2016 ( 6 ) ( 7 ) ( 1 ) ( 5 ) 06/01/2016 Common Stock 1,014,664 1,014,664 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COOPERMAN LEON G 810 SEVENTH AVENUE, 33RD FLOOR NEW YORK, NY10019 X Signatures Alan M. Stark, Attorney In Fact, POA on file 09/18/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired through the conversion of $1,000,000 principal of the Issuer's 10% Convertible Senior Subordinated Note Due June 1, 2016. ( 2 )The securities are held in the account of the Leon & Toby Cooperman Foundation over which the reporting person has investment discretion..The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. ( 3 )Represents weighted average sale price. Full information regarding the number of shares sold at each separate price will be provided by the reporting person upon request to the staff of the SEC, the Issuer, or a security holder of the Issuer. ( 4 )The 10% Convertible Senior Subordinated Notes Due June 1, 2016 are currently convertible at a conversion price of 253.66 shares of common stock per $1,000 principal amount of notes.$1,000,000 principal amount was converted, leaving a balance of $3,000,000 owned. The conversion price is subject to adjustment for cash and stock dividends, stock splits, and similar transactions ( 5 )At any time through June 1, 2016 ( 6 )$4,000,000 Principal Amount ( 7 )The 10% Co nvertible Senior Subordinated Notes Due June 1, 2016 are currently convertible at a conversion price of 253.66 shares of common stock per $1,000 principal amount of notes.The conversion price is subject to adjustment for cash and stock dividends, stock splits, and similar transactions

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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