Sec Form 4 Filing - Schiller Harvey W @ WALKER INNOVATION INC. - 2017-03-20

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 Schiller Harvey W 2. Issuer Name and Ticker or Trading Symbol WALKER INNOVATION INC. [ WLKR] 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) C/O WALKER INNOVATION INC., TWO HIGH RIDGE PARK 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2017 (Street) STAMFORD, CT06905 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

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 Stock Option (Right to Buy) $ 3.05 04/02/2012 D( 1 ) 125,000 ( 2 ) 03/26/2017 Common Stock 120,000 ( 1 ) 0 D Stock Option (Right to Buy) $ 0.43 03/20/2017 A( 1 ) 125,000 ( 2 ) 03/26/2017 Common Stock 125,000 ( 1 ) 125,000 D Stock Option (Right to Buy) $ 1.4 05/15/2015 D( 3 ) 25,000 ( 4 ) 05/15/2025 Common Stock 25,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 0.43 03/20/2017 A( 3 ) 25,000 ( 4 ) 05/15/2025 Common Stock 25,000 ( 3 ) 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schiller Harvey W C/O WALKER INNOVATION INC. TWO HIGH RIDGE PARK STAMFORD, CT06905 X Signatures /s/Harvey W. Schiller, Ph.D. 03/22/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction reported herein reflects a repricing of options (the "Repricing") that was approved by Walker Innovation Inc. stockholders on January 17, 2017. The stock options were originally granted to the reporting person April 2, 2012. As a result of the Repricing, such options now have a lower exercise price; other than the reduced exercise price, there have been no changes in the terms of such options. However, under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, a reduction in the exercise price of any option is treated as effectively canceling the old option and granting a new option as of the effective date of the repricing, and thus is being reported accordingly in this Form 4. ( 2 )These options vested on September 26, 2012 and are exercisable at any time through the Expiration Date. ( 3 )The transaction reported herein reflects a repricing of options (the "Repricing") that was approved by Walker Innovation Inc. stockholders on January 17, 2017. The stock options were originally granted to the reporting person May 15, 2015. As a result of the Repricing, such options now have a lower exercise price; other than the reduced exercise price, there have been no changes in the terms of such options. However, under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, a reduction in the exercise price of any option is treated as effectively canceling the old option and granting a new option as of the effective date of the repricing, and thus is being reported accordingly in this Form 4. ( 4 )Stock option grant pursuant to Amended and Restated Long-term Incentive Plan, effective March 2, 2015 in respect of 8,333 shares exercisable from and after May 15, 2016; 8,333 shares from and after May 15, 2017; and 8,334 shares from and after May 15, 2018.

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