Sec Form 4 Filing - Armstrong Stevan @ SG BLOCKS, INC. - 2019-03-22

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 Armstrong Stevan 2. Issuer Name and Ticker or Trading Symbol SG BLOCKS, INC. [ SGBX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O SG BLOCKS, INC., 195 MONTAGUE STREET, 14TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/22/2019 (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 Common Stock 03/22/2019 A 4,321 A $ 0 4,321 ( 1 ) ( 2 ) D Common Stock 03/22/2019 A 11,111 A $ 0 15,432 ( 1 ) ( 3 ) D Common Stock 12,125 ( 4 ) I ( 4 ) By SMA Development Group, LLC

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 Armstrong Stevan C/O SG BLOCKS, INC. 195 MONTAGUE STREET, 14TH FLOOR BROOKLYN, NY11201 Chief Technology Officer Signatures /s/ Stevan Armstrong 04/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of restricted stock units ("RSUs") under the SG Blocks, Inc. Stock Incentive Plan. Each RSU represents the right to receive, upon vesting, one share of the issuer's common stock, par value $0.01. The number of RSUs was determined using the closing price of the issuer's common stock on February 26, 2019. ( 2 )The RSUs will vest in full on December 31, 2019, subject to the reporting person's continued service as an employee of the issuer through such date, and are deliverable January 1, 2020. ( 3 )The RSUs will vest in three equal annual installments, beginning on December 31, 2020, subject to the reporting person's continued service as an employee of the issuer through such date, and will be delivered within 90 days of when the reporting person is no longer employed by the issuer. ( 4 )Shares are held by SMA Development Group, LLC, an entity controlled by Mr. Armstrong. Mr. Armstrong specifically disclaims beneficial ownership of the shares of common stock held by SMA Development Group, LLC, except to the extent of his pecuniary interest therein, and this filing shall not be deemed to be an admission that Mr. Armstrong is the beneficial owner of such shares of common stock. The shares are presented to give effect to a 1-for-3 reverse stock split completed by the issuer in February 2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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