Sec Form 4 Filing - Shetty Mahesh S @ SG BLOCKS, INC. - 2017-01-31

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 Shetty Mahesh S 2. Issuer Name and Ticker or Trading Symbol SG BLOCKS, INC. [ SGBX*] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) C/O SG BLOCKS, INC., 195 MONTAGUE STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2017 (Street) BROOKLYN, NY11201 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

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 Stock Option (right to buy) $ 3 01/31/2017 A 13,200 ( 1 ) 01/31/2017( 2 ) 01/31/2027 Common Stock 13,200 $ 0 ( 4 ) 48,373 D Stock Option (right to buy) $ 3 01/31/2017 A 55,838 ( 1 ) 03/31/2017( 3 ) 01/31/2027 Common Stock 55,838 $ 0 ( 4 ) 104,211 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shetty Mahesh S C/O SG BLOCKS, INC., 195 MONTAGUE STREET BROOKLYN, NY11201 X CFO Signatures /s/ Mahesh Shetty 02/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported herein are presented to give effect to a 1-for-3 reverse stock split to be completed by the Company after the filing of this report. ( 2 )The options were issued under the issuer's stock incentive plan and vested in full on the grant date. ( 3 )The options were issued under the issuer's stock incentive plan and will vest in equal quarterly installments over two years from the grant date so long as the reporting person remains an employee of the issuer. ( 4 )The options were granted under the issuer's stock incentive plan and without payment of consideration in connection with the reporting person's employment with the issuer.

Remarks: * The issuer intends to apply for quotation or listing under this symbol in the future.

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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