Sec Form 4 Filing - MCMAHON BRIAN P @ FTE Networks, Inc. - 2018-09-13

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 MCMAHON BRIAN P 2. Issuer Name and Ticker or Trading Symbol FTE Networks, Inc. [ FTNW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Control Person (Last) (First) (Middle) 101 HORSEHOE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2018 (Street) MILLNECK, NY11765 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 09/13/2018 C 178,000 A 713,026 D Series H Preferred Stock 07/02/2019 J 67 A 67 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 Series A Preferred Stock $ 0.62 07/02/2019 J 1,351 ( 1 ) ( 2 ) ( 2 ) Common Stock 2,179,032 ( 1 ) 1,351 D Series A-1 Preferred Stock $ 0.62 07/02/2019 J 197 ( 1 ) ( 2 ) ( 2 ) Common Stock 317,742 ( 1 ) 197 D Series A Preferred Stock $ 0.62 07/02/2019 J 1,351 ( 2 ) ( 2 ) Common Stock 2,179,032 ( 3 ) 0 D Series A-1 Preferred Stock $ 0.62 07/02/2019 J 197 ( 2 ) ( 2 ) Common Stock 317,742 ( 3 ) 0 D Series G Convertible Preferred Stock ( 4 ) 09/13/2018 J 1,780 04/04/2018 ( 5 ) Common Stock 178,000 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCMAHON BRIAN P 101 HORSEHOE ROAD MILLNECK, NY11765 Control Person Signatures /s/ Brian McMahon 07/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 2, 2019, the Reporting Person was issued 1,351 shares of Series A Preferred Stock and 197 shares of Series A-1 Preferred Stock as partial consideration for restructuring certain of the Reporting Person's promissory notes in connection with the Issuer's debt restructuring. ( 2 )The Series A Preferred Stock and Series A-1 Preferred Stock are perpetual and can be converted into shares of the Issuer's Common Stock any time at the holder's option. ( 3 )On July 2, 2019, the Reporting Person exchanged 1,351 shares of Series A Preferred Stock and 197 shares of Series A-1 Preferred Stock for 33 shares of Series H Preferred Stock, in connection with the Issuer's debt restructuring. ( 4 )The Reporting Person's Series G Convertible Preferred Stock was converted into shares of Common Stock for no consideration. ( 5 )Each share of Series G Convertible Preferred Stock is convertible into 100 shares of Common Stock commencing on April 3, 2018 and has no expiration date.

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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