Sec Form 4 Filing - Schiff Peter @ pdvWireless, Inc. - 2015-11-04

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 Schiff Peter 2. Issuer Name and Ticker or Trading Symbol pdvWireless, Inc. [ PDVW] 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) 485 UNDERHILL BLVD, SUITE 205 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2015 (Street) SYOSSET, NY11791 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 11/04/2015 A 2,282 ( 1 ) A $ 0 2,282 D Common Stock 36,089 I Northwood Capital Partners, LLC ( 2 ) Common Stock 179,027 I Northwood Ventures, LLC ( 2 ) Common Stock 5,711 I SK Partners ( 3 ) Common Stock 5,711 I Southfield Communications ( 4 )

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 Schiff Peter 485 UNDERHILL BLVD, SUITE 205 SYOSSET, NY11791 X Signatures /s/ Timothy Gray, attorney-in-fact 11/06/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock vests in full on the earlier of (i) November 4, 2016 or (ii) immediately prior to commencement of the Issuer's next annual stockholder meeting; provided, however, that if the vesting would otherwise occur on a date that is closed for trading under the Issuer's Insider Trading Policy, the vesting shall be automatically deemed to occur on the next trading day on which the sale of shares of common stock by the Reporting Person in the open market would be permitted under the Issuer's Insider Trading Policy. ( 2 )Mr. Schiff is a managing partner of Northwood Capital Partners, LLC and Northwood Ventures, LLC and has voting and dispositive power with respect to these shares. Mr. Schiff disclaims beneficial ownership except to the extent of his pecuniary interest therein. ( 3 )Mr. Schiff is a managing general partner of SK Partners and has voting and dispositive power with respect to these shares. Mr. Schiff disclaims beneficial ownership except to the extent of his pecuniary interest therein. ( 4 )Mr. Schiff is the Chairman of Southfield Communications and has voting and dispositive power with respect to these shares. Mr. Schiff disclaims beneficial ownership except to the extent of his pecuniary interest therein.

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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