Sec Form 4 Filing - BURNINGHAM LEONARD W @ 4th Grade Films Inc - 2014-08-19

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 BURNINGHAM LEONARD W 2. Issuer Name and Ticker or Trading Symbol 4th Grade Films Inc [ fhgr] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) 10% owner never (1) (Last) (First) (Middle) 455 EAST 500 SOUTH SUITE 205 3. Date of Earliest Transaction (MM/DD/YY) 08/19/2014 (Street) SALT LAKE CITY, UT84111 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 08/19/2014 S 70,000 D $ 0.15 100,000 ( 1 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BURNINGHAM LEONARD W 455 EAST 500 SOUTH SUITE 205 SALT LAKE CITY, UT84111 10% owner never (1) Signatures /s/ Leonard W. Burningham 09/02/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Burningham filed a Form 3 July 15, 2008, showing 225,000 common shares owned, which was 11% ownership with 2,045,000 common shares outstanding when he was only the owner of 170,000 common shares (8.3%) as his subscription documents provided for the issuance of 55,000 of such shares to members of his family and staff. On August 31, 2009, 30,000 shares of preferred stock were converted to 300,000 common shares, increasing the outstanding common shares to 2,345,000, and reducing Mr. Burningham's ownership from 8.3 % to 6.9%. On August 19, 2014, Mr. Burningham, sold 70,000 common shares at $0.15 per share, leaving him owning 100,000 shares, which is approximately 0.04% of the current 24,431,184 outstanding common shares.

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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