Sec Form 4 Filing - DASAN NETWORKS, INC @ DASAN ZHONE SOLUTIONS INC - 2016-09-09

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 DASAN NETWORKS, INC 2. Issuer Name and Ticker or Trading Symbol DASAN ZHONE SOLUTIONS INC [ DZSI] 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) 49 DAEWANGPANGYO-RO 644BEON-GIL,, BUNDANG-GU, SEONGNAM-SI, 3. Date of Earliest Transaction (MM/DD/YY) 09/09/2016 (Street) GYEONGGI-DO, M5463-400 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 09/09/2016 J 47,465,082 A 47,465,082 D

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 DASAN NETWORKS, INC 49 DAEWANGPANGYO-RO 644BEON-GIL, BUNDANG-GU, SEONGNAM-SI, GYEONGGI-DO, M5463-400 X Signatures /s/Laura Larsen-Misunas as Power of Attorney 09/13/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )DASAN Networks, Inc. acquired 47,465,082 shares of the issuer's common stock pursuant to that certain Agreement and Plan of Merger, dated as of April 11, 2016, by and among the issuer, Dragon Acquisition Corporation ("Merger Sub"), Dasan Network Solutions, Inc. ("DNS") and DASAN Networks, Inc. (the "Merger Agreement") in exchange for 100% of the outstanding capital stock of DNS in connection with the merger of Merger Sub with and into DNS. Of the 47,465,082 shares, 4,746,508 shares are being held in escrow as security for claims for indemnifiable losses in accordance with the Merger Agreement.

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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