Sec Form 4 Filing - Hillair Capital Investments LP @ SG BLOCKS, INC. - 2017-08-31

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 Hillair Capital Investments LP 2. Issuer Name and Ticker or Trading Symbol SG BLOCKS, INC. [ SGBX] 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) C/O HILLAIR CAPITAL MANAGEMENT LLC, 345 LORTON AVENUE, SUITE 303 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2017 (Street) BURLINGAME, CA94010 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 Common Stock 08/31/2017 J( 1 ) 315,238 D $ 0 ( 2 ) 622,726 ( 3 ) D ( 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 Stock Option (right to buy) $ 3 08/31/2017 J( 1 ) 11,203 ( 5 ) 10/31/2026 Common Stock 11,203 $ 0 ( 2 ) 22,131 D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hillair Capital Investments LP C/O HILLAIR CAPITAL MANAGEMENT LLC 345 LORTON AVENUE, SUITE 303 BURLINGAME, CA94010 X Hillair Capital Management LLC C/O HILLAIR CAPITAL MANAGEMENT LLC 345 LORTON AVENUE, SUITE 303 BURLINGAME, CA94010 X McAvoy Sean M C/O HILLAIR CAPITAL MANAGEMENT LLC 345 LORTON AVENUE, SUITE 303 BURLINGAME, CA94010 X X Signatures Hillair Capital Investments L.P., /s/ Sean M. McAvoy, Authorized Signatory 01/05/2018 Signature of Reporting Person Date Hillair Capital Management LLC, /s/ Sean M. McAvoy, Authorized Signatory 01/05/2018 Signature of Reporting Person Date /s/ Sean M. McAvoy 01/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a Participation Agreement, dated August 31, 2017, between Hillair Capital Investments L.P., a Cayman Islands limited partnership ("Hillair Investments"), acting through its general partner, Hillair Capital Advisors LLC, and HSPL Holdings, LLC ("HSPL"), Hillair Investments agreed to transfer to HSPL (i) 315,238 shares of the issuer's common stock and (ii) options to purchase 11,203 shares of the issuer's common stock, as soon as reasonably practicable after certain lock-up restrictions on such shares expire, in exchange for HSPL's withdrawal of participation in the master fund managed by Hillair Investments. ( 2 )The shares and options were distributed in-kind from Hillair Investments to HSPL in partial satisfaction of a withdrawal from the master fund managed by Hillair Investments. ( 3 )Increase in share number due to the inadvertent omission of 345 shares held by the reporting persons from prior reports. ( 4 )The securities reported herein are owned directly by Hillair Investments, and indirectly by Hillair Capital Management LLC ("Hillair Management"), as the investment advisor of Hillair Capital, and Sean M. McAvoy, as the manager of Hillair Management. Hillair Management disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. ( 5 )The options have vested in their entirety and are fully exercisable.

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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