Sec Form 4 Filing - Helios & Matheson Information Technology Ltd. @ Helios & Matheson Information Technology Inc. - 2012-01-11

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 Helios & Matheson Information Technology Ltd. 2. Issuer Name and Ticker or Trading Symbol Helios & Matheson Information Technology Inc. [ HMNY:US] 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) GANGA GRIHA, NO.9, (OLD #6-D), NUNGAMBAKKAM HIGH ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2012 (Street) CHENNAI, K7600034 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 01/11/2012 P 230,000 A $ 2 1,973,040 I Purchase Made by Subsidiary Common Stock 01/11/2012 S 230,000 D $ 2 1,743,040 I Sale Made by Subsidiary

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 Helios & Matheson Information Technology Ltd. GANGA GRIHA, NO.9, (OLD #6-D) NUNGAMBAKKAM HIGH ROAD CHENNAI, K7600034 X HELIOS & MATHESON INC. 1220 N. MARKET STREET, SUITE 806 WILMINGTON, DE19801 X Signatures /s/ Murali Krishna Gadiyaram 02/27/2012 Signature of Reporting Person Date /s/ Murali Krishna Gadiyaram 02/27/2012 Signature of Reporting Person Date

Explanation of Responses:

Remarks: Helios & Matheson, Inc. is a wholly owned subsidiary of Helios & Matheson Information Technology Ltd. (the Reporting Person listed in item 1 of this form 4). Two Hundred and Thirty Thousand (230,000) shares reported in this form 4 were purchased, and then sold, by Helios & Matheson, Inc., the subsidiary. The number of shares owned by Helios & Matheson Information Technology Ltd. (including Helios and Metheson, Inc.'s shares) after these transactions is 1,743,040.

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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