Sec Form 4 Filing - Wu Zhanming @ One Horizon Group, Inc. - 2018-10-15

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 Wu Zhanming 2. Issuer Name and Ticker or Trading Symbol One Horizon Group, Inc. [ OHGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O DACHAO ASSET MGMT (SHANGHAI) CO, LTD, ROOM 703, NO.5, LANE 868, PUMING ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/15/2018 (Street) SHANGHAI, F4200120 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 10/15/2018( 1 )( 2 ) J 354,409 ( 1 ) ( 2 ) A 15,354,409 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 Class C Warrant (right to buy) $ 18 12/22/2014 12/21/2018 Common Stock 64,815 64,815 D Class D Warrant (right to buy) $ 21 12/22/2014 12/21/2018 Common Stock 64,815 64,815 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wu Zhanming C/O DACHAO ASSET MGMT (SHANGHAI) CO, LTD ROOM 703, NO.5, LANE 868, PUMING ROAD SHANGHAI, F4200120 X Signatures /s/ Zhanming Wu 10/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On or about October 15, 2018, pursuant to the terms of a Settlement Agreement dated as of October 15, 2018, by and among the Reporting Person, the Issuer, Mark White, Martin Ward, Richard Vos, Nicholas Carpinello, and Robert Law (the "Settlement Agreement"), the Issuer issued 354,409 shares of the Issuer's common stock to the Reporting Person. The number of shares of common stock issued to the Reporting Person was determined by dividing $100,000 by the average of the closing prices of the Issuer's shares of Common Stock on The NASDAQ Stock Market during the five consecutive trading days preceding entry into the Settlement Agreement, which average was $0.28216. ( 2 )In the Settlement Agreement, the Issuer agreed to reimburse the Reporting Person $100,000 in the form of shares of common stock in lieu of cash, which amount reflects a portion of the legal expenses incurred by the Reporting Person in prosecuting two actions against the Issuer and its directors in the Delaware Court of Chancery, which were the subject of the Settlement Agreement.

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