Sec Form 4/A Filing - SHEFTS MARK @ Alliance MMA, Inc. - 2016-12-21

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SHEFTS MARK 2. Issuer Name and Ticker or Trading Symbol Alliance MMA, Inc. [ AMMA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ALLIANCE MMA, INC., 590 MADISON AVENUE, 21ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2016 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 01/26/2018 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 par value $0.001 08/29/2017 P 183,486 A $ 200,000 222,374 D Common Stock par value $0.001 $ 151,389 I See Footnote ( 1 )

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 Warrant to Purchase Common Stock $ 7.43 12/21/2016 J 44,446 03/02/2017 09/02/2021 Common Stock, par value $0.001 44,446 ( 2 ) 44,446 D Warrant to Purchase Common Stock $ 1.5 08/29/2017 P 03/01/2018 08/28/2020 Common Stock, par value $0.001 $ 183,486 ( 3 ) $ 227,932 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHEFTS MARK C/O ALLIANCE MMA, INC. 590 MADISON AVENUE, 21ST FLOOR NEW YORK, NY10022 X Signatures /s/ Mark Shefts 04/11/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In addition to the 222,374 shares of common stock held directly, this also includes 151,389 shares held by the Rushcap Group, Inc., of which Mr. Shefts and his spouse, Wanda Shefts, are the sole stockholders. Mr. Shefts has voting and dispositive power over the shares held by the Rushcap Group, Inc. ( 2 )Warrants allocated to Network 1 Financial Securities, Inc., during the initial public offering that were allocated to Mr. Shefts in conjucntion with initial public offering, prior to Mr. Shefts becoming areporting person. ( 3 )Fully vested warrants were issued in a prior reported purchase on the Form 4 filed on January 26, 2018. The warrants were issued at a rate of one warrant per one share of common stock at a unit price of $1.09 per unit.

Remarks: The original Form 4, filed on January 26, 2018, is being amended by this Form 4 amendment to correct an administrative error, which misreported a purchase that occured on October 20, 2017 as a total of 183,486 shares of common stock, when in fact an equal number of warrants to purchase common stock were also included in that purchase and the correct purchase date was August 29, 2017. As a result of this administrative error, the number of derivative securites beneficially owned by the reporting person is updated in Table II.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.