Sec Form 4/A Filing - Drexler Ryan Charles @ MusclePharm Corp - 2016-12-08

FORM 4/A 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 Drexler Ryan Charles 2. Issuer Name and Ticker or Trading Symbol MusclePharm Corp [ MSLP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks. (Last) (First) (Middle) C/O MUSCLEPHARM CORPORATION, 4721 IRONTON STREET, BUILDING A 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2016 (Street) DENVER, CO80239 4. If Amendment, Date Original Filed (MM/DD/YY) 12/12/2016 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 12/08/2016 A 200,000 ( 1 ) A $ 0 283,434 D Common Stock 01/01/2017 A 350,000 ( 1 ) A $ 0 633,434 D Common Stock 1,499,408 I See Footnote ( 2 )

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 Drexler Ryan Charles C/O MUSCLEPHARM CORPORATION 4721 IRONTON STREET, BUILDING A DENVER, CO80239 X X See Remarks. Signatures /s/ Ryan Charles Drexler 02/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 8, 2016, Mr. Drexler was granted 200,000 shares of restricted stock pursuant to the Amended and Restated Executive Employment Agreement between MusclePharm Corporation and Mr. Drexler, dated November 18, 2016 (the "Employment Agreement"). On January 1, 2017, Mr. Drexler was granted 350,000 shares of restricted stock pursuant to the Employment Agreement (the "Second Issuance"). Each grant of restricted stock vests in full upon the first anniversary of its respective grant date. The original Form 4 erroneously reported that the Second Issuance occurred on December 8, 2016. This amendment is being filed to accurately reflect that the Second Issuance occurred on January 1, 2017. ( 2 )Represents shares of common stock held by Consac LLC ("Consac"). Mr. Drexler is the Chief Executive Officer of Consac and may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 of the Securities Exchange Act) of the common stock that Consac beneficially owns. Mr. Drexler has the power to direct the voting and disposition of the Issuer's common stock that Consac beneficially owns.

Remarks: President, Chief Executive Officer and Chairman of the Board of Directors.

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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