Sec Form 4 Filing - Keating Anne @ GI DYNAMICS, INC. - 2016-05-25

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 Keating Anne 2. Issuer Name and Ticker or Trading Symbol GI DYNAMICS, INC. [ GID] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 25 HARTWELL AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2016 (Street) LEXINGTON, MA02421 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 05/25/2016 P 15,000 ( 1 ) A $ 0.72 ( 3 ) 20,166 ( 4 ) I By Stratford Gem Pty Ltd (Superannuation Fund) Common Stock 05/25/2016 P 9,000 ( 2 ) A $ 0.74 ( 3 ) 29,166 ( 5 ) I By Stratford Gem Pty Ltd (Superannuation Fund)

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 o f Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Keating Anne 25 HARTWELL AVENUE LEXINGTON, MA02421 X Signatures /s/ Robert Solomon, attorney-in-fact 05/26/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the purchase of 750,000 of the Company's Chess Depositary Interests (CDIs), trading on the Australian Securities Exchange (the "ASX"). Each CDI represents an interest in 1/50 of an underlying share of Common Stock of the Company. ( 2 )Represents the purchase of 450,000 of the Company's Chess Depositary Interests (CDIs), trading on the Australian Securities Exchange (the "ASX"). Each CDI represents an interest in 1/50 of an underlying share of Common Stock of the Company. ( 3 )The purchase was executed in the form of CDIs, trading on the ASX, and as such the purchase price has been converted to a USD equivalent, adjusting for the ratio of 1 share of Common Stock per 50 CDIs, using the exchange rate as published by the Reserve Bank of Australia in effect on the date of purchase. ( 4 )Represents 1,008,300 of the Company's CDIs, trading on the ASX. Each CDI represents an interest in 1/50 of an underlying share of Common Stock of the Company. ( 5 )Represents 1,458,300 of the Company's CDIs, trading on the ASX. Each CDI represents an interest in 1/50 of an underlying share of Common Stock of the Company.

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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