Sec Form 4 Filing - Lerner Clifford @ Snap Interactive, Inc - 2016-03-03

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 Lerner Clifford 2. Issuer Name and Ticker or Trading Symbol Snap Interactive, Inc [ STVI] 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 of The Grade (Last) (First) (Middle) 320 WEST 37TH STREET, 13TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2016 (Street) NEW YORK, NY10018 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 03/03/2016 D 5,000,000 ( 1 ) D $ 0 25,250,000 D Common Stock 03/03/2016 A 5,000,000 ( 2 ) A $ 0 30,250,000 D

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) $ 0.2 03/03/2016 A 50,000 03/03/2017( 3 ) 03/03/2026 Common Stock 50,000 $ 0 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lerner Clifford 320 WEST 37TH STREET, 13TH FLOOR NEW YORK, NY10018 X X President of The Grade Signatures /s/ Clifford Lerner 03/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the cancellation of an award of 5,000,000 restricted shares of common stock on March 3, 2016 pursuant to a cancellation agreement. The cancelled restricted shares of common stock were awarded to the reporting person on April 10, 2013 pursuant to a restricted stock award agreement (the "Original Award Agreement"). Under the Original Award Agreement, such restricted shares of common stock would have vested 50% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant; provided, that any unvested shares of restricted stock would have vested immediately upon the effective date of a "change in control" (as defined in the Amended and Restated Snap Interactive, Inc. 2011 Long-Term Incentive Plan), subject to the terms and conditions of the Original Award Agreement. The reporting person received a new restricted stock award for 5,000,000 shares of restricted common stock as consideration for the cancellation described herein. ( 2 )Represents restricted shares of common stock awarded to the reporting person on March 3, 2016 pursuant to a restricted stock award agreement (the "Replacement Award Agreement"). Such restricted shares will vest 100% on the tenth anniversary of the date of grant as long as the reporting person is providing services to the Company on such date; provided, that any unvested shares of restricted stock will vest immediately upon the effective date of a "change in control" (as defined in the Amended and Restated Snap Interactive, Inc. 2011 Long-Term Incentive Plan), subject to the terms and conditions of the Replacement Award Agreement. ( 3 )The stock option was granted pursuant to a stock option agreement dated March 3, 2016 (the "Option Agreement"). The shares underlying this stock option will vest and become exercisable in four equal annual installments on the first, second, third and fourth anniversaries of the date of grant as long as the reporting person is providing services to Snap Interactive, Inc. on such date; provided, that upon the effective date of a "change in control" (as defined in the Amended and Restated Snap Interactive, Inc. 2011 Long-Term Incentive Plan), 50% of the then-unvested shares immediately will vest on the date of the change in control and the remaining 50% of the then-unvested shares will vest on the earlier of (i) the original date such shares would have vested or (ii) the first anniversary of the date of the change in control, in each case subject to the terms and conditions of the Option Agreement.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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