Sec Form 4 Filing - ROGERS THOMAS S @ Frankly Inc - 2017-10-05

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 ROGERS THOMAS S 2. Issuer Name and Ticker or Trading Symbol Frankly Inc [ FKLY] 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) 333 BRYANT STREET, SUITE 310 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2017 (Street) SAN FRANCISCO,, CA94107 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 Restricted stock units convertible into common shares ( 2 ) 10/05/2017 A 5,000 ( 2 ) ( 2 ) Restricted Stock Unit 5,000 ( 2 ) 7,943 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROGERS THOMAS S 333 BRYANT STREET, SUITE 310 SAN FRANCISCO,, CA94107 X Signatures /s/ Thomas Rogers 10/10/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount excludes 2,940 RSUs that converted automatically into 2,940 common shares of the Issuer upon vesting of the RSUs on September 30, 2017. ( 2 )The RSUs shall become vested on the earlier of (a) March 31, 2018, or (b) the conclusion of the Company's Strategic Review Process, which shall be the date that the Company's board of directors dissolves the Strategic Review Committee. The Strategic Review Committee is working with outside advisors to consider strategic alternatives, which may include raising funds from strategic sources. However, no portion of the RSUs granted hereunder shall vest until the amendments to the Issuer's Amended and Restated Equity Incentive Plan, to be presented for approval at the 2017 Shareholder's Annual Meeting, have received all required regulatory and shareholder approval.

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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