Sec Form 4 Filing - LEDECKY JONATHAN J @ NEWTOWN LANE MARKETING INC - 2019-11-27

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 LEDECKY JONATHAN J 2. Issuer Name and Ticker or Trading Symbol NEWTOWN LANE MARKETING INC [ NTWN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O GRAUBARD MILLER, 405 LEXINGTON AVE 3. Date of Earliest Transaction (MM/DD/YY) 11/27/2019 (Street) NEW YORK, NY10174 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 Convertible Note ( 1 ) 11/27/2019 A ( 1 ) 08/31/2020 Common Stock ( 1 ) $ 40,000 $ 40,000 I By Ironbound Partners Fund, LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEDECKY JONATHAN J C/O GRAUBARD MILLER 405 LEXINGTON AVE NEW YORK, NY10174 X X President Signatures /s/ Jonathan J. Ledecky 12/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The principal and accrued interest on the Note is convertible into shares of the Company's common stock upon the consummation of a "Fundamental Transaction" (as defined in the Note) at the "Conversion Price" (as defined in the Note). ( 2 )The securities are held by Ironbound Partners Fund, LLC (the "Fund"). The reporting person is the manager of the Fund and has the authority and responsibility for the investments made by the Fund. As such, the reporting person may be deemed to be the beneficial owner of the securities held by the Fund. The reporting person disclaims beneficial ownership of the securities held by the Fund, 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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