Sec Form 4 Filing - CO-INVESTMENT FUND II, L.P. @ InsPro Technologies Corp - 2015-09-18

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 CO-INVESTMENT FUND II, L.P. 2. Issuer Name and Ticker or Trading Symbol InsPro Technologies Corp [ ITCC.OB] 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) 150 N. RADNOR CHESTER ROAD, SUITE B-101 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2015 (Street) RADNOR, PA19087 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 Series B Convertible Preferred Stock ( 1 ) 09/18/2015 P 696,475 ( 1 ) 09/18/2015 ( 1 ) Common 13,929,500 ( 1 ) 1,827,186 ( 2 ) D Warrants to Purchase Common Stock $ 0.15 09/18/2015 P 6,964,750 ( 1 ) 09/18/2015 11/20/2017 Common 6,964,750 ( 1 ) 6,964,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CO-INVESTMENT FUND II, L.P. 150 N. RADNOR CHESTER ROAD, SUITE B-101 RADNOR, PA19087 X Signatures /s/ Anthony R. Verdi, Attorney-in-Fact 10/23/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In a private placement conducted by the Issuer on September 18, 2015, The Co-Investment Fund II, L.P. purchased 696,475 Units, at $3.00 per Unit, with each Unit consisting of one share of Series B Convertible Preferred Stock (convertible into 20 shares of the Issuer's Common Stock, subject to certain adjustments), and a Warrant to purchase 10 shares of the Issuer's Common Stock. There is no expiration date for the conversion of the Series B Convertible Preferred Stock, and no exercise price to be paid in connection therewith. The expiration date to exercise such Warrants is November 20, 2017, and the exercise price to be paid in connection with each share of such Issuer's Common Stock is $0.15. ( 2 )Reflects the total number of shares of Series B Convertible Preferred Stock owned by the Reporting Person, which are collectively convertible into 36,543,720 shares of common stock.

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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