Sec Form 4 Filing - HAMBRECHT WILLIAM R @ SALON MEDIA GROUP INC - 2017-01-26

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 HAMBRECHT WILLIAM R 2. Issuer Name and Ticker or Trading Symbol SALON MEDIA GROUP INC [ SLNM.OB] 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) 2500 STEINER STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2017 (Street) SAN FRANCISCO, CA94115 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 Series A Mandatorily Convertible Voting Preferred Stock ( 1 ) ( 2 ) 01/26/2017 A 80,582 A $ 1.24 31,376,017 ( 1 ) ( 2 ) I Trust

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 HAMBRECHT WILLIAM R 2500 STEINER STREET SAN FRANCISCO, CA94115 X X Signatures /s/ William Robert Hambrecht 01/27/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On Nov. 14, 2016, Salon Media Group ("Salon") entered into a stock exchange agreement ("Exchange Agreement") with its Series C Preferred holders and with related parties, including William Hambrecht, who had made advances to Salon. Pursuant to the Exchange Agreement, the related parties agreed to exchange their advances for Common Stock, and Mr. Hambrecht, who had advanced $2,913,000, was to receive 29,130,000 shares of Common Stock (equal to the sum of his advances, divided by $0.10). However, Salon's authorized Common Stock was insufficient to satisfy issuance of all the Common Stock pursuant to the Exchange Agreement. ( 2 )Accordingly, Salon and Hambrecht amended the Exchange Agreement whereby Hambrecht agreed to receive 2,246,017 shares of Common Stock, and upon Initial Closing of the Private Placement completed on Jan. 26, 2017, he would receive 268,840 shares of Series A Mandatorily Convertible Preferred Stock ("Series A Pfd"). The shares of Series A Pfd issued to Hambrecht will convert into 26,884,000 shares of Common Stock upon increased authorization of Salon's Common Stock. After this conversion, Hambrecht will hold 58,260,017 shares of Common Stock.

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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