Sec Form 4 Filing - Gadiyaram Muralikrishna @ Helios & Matheson Analytics Inc. - 2017-01-22

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 Gadiyaram Muralikrishna 2. Issuer Name and Ticker or Trading Symbol Helios & Matheson Analytics Inc. [ HMNY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) EMPIRE STATE BUILDING, 350 5TH AVENUE, SUITE 7520 3. Date of Earliest Transaction (MM/DD/YY) 01/22/2017 (Street) NEW YORK, NY10118 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 01/22/2017 A 250,000 ( 1 ) A $ 0 250,000 D Common Stock 1,743,040 I See footnote. ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gadiyaram Muralikrishna EMPIRE STATE BUILDING, 350 5TH AVENUE SUITE 7520 NEW YORK, NY10118 X X Signatures /s/ Muralikrishna Gadiyaram 01/24/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Issuer's Board of Directors approved an award of 250,000 unregistered shares of common stock (the "Shares") to the Reporting Person on January 20, 2017. Holders of a majority of the Issuer's outstanding common stock approved the award of the Shares by written consent in lieu of a meeting on January 22, 2017 (the "Shareholder Approval"). The Shareholder Approval is subject to Regulation 14C under the Securities Exchange Act of 1934, as amended ("Regulation 14C"). Pursuant to the conditions of the award, the Issuer has submitted a listing of additional shares notification to The Nasdaq Stock Market LLC ("Nasdaq") covering the Shares. The Shares will not be issued until the later of such time when the Shareholder Approval is effective pursuant to Regulation 14C and such date when Nasdaq approves the listing of additional shares notification. ( 2 )The securities reported are owned by Helios and Matheson Information Technology Ltd. and its wholly-owned subsidiary, Helios and Matheson Inc. The reporting person is an officer of both entities and a shareholder of Helios and Matheson Information Technology Ltd.

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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