Sec Form 4 Filing - GIDWITZ JAMES G @ CONTINENTAL MATERIALS CORP - 2018-01-16

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 GIDWITZ JAMES G 2. Issuer Name and Ticker or Trading Symbol CONTINENTAL MATERIALS CORP [ CUO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) 440 S. LASALLE STREET, SUITE 3100 3. Date of Earliest Transaction (MM/DD/YY) 01/16/2018 (Street) CHICAGO, IL60605 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 126,208 I See footnote ( 1 ) Common Stock 6,000 I See footnote ( 7 ) Common stock 33,140 I See footnote ( 6 ) Common stock 66,002 D ( 5 ) Common stock 01/16/2018 A 2,000 ( 8 ) A $ 19.7 ( 8 ) 20,002 D ( 3 ) Common stock 01/16/2018 A 2,000 ( 8 ) A $ 19.7 ( 8 ) 20,002 D ( 4 ) Common stock 01/16/2018 A 2,000 ( 8 ) A $ 19.7 ( 8 ) 20,002 D ( 2 ) Common Stock 727,126 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GIDWITZ JAMES G 440 S. LASALLE STREET SUITE 3100 CHICAGO, IL60605 X X Chairman of the Board GIDWITZ BETSY R 440 S. LASALLE STREET SUITE 3100 CHICAGO, IL60605 X X GIDWITZ RALPH W 440 S. LASALLE STREET SUITE 3100 CHICAGO, IL60605 X X GIDWITZ RONALD J 440 S. LASALLE STREET SUITE 3100 CHICAGO, IL60605 X X Signatures James G. Gidwitz 01/18/2018 Signature of Reporting Person Date Betsy R. Gidwitz 01/18/2018 Signature of Reporting Person Date Ralph W. Gidwitz 01/18/2018 Signature of Reporting Person Date Ronald J. Gidwitz 01/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons are partners of a general partnership that is the record owner of the shares of the Issuer's Common Stock reported herein. In that capacity, each of the Reporting Persons is deemed to be the beneficial owner of such Common Stock for Section 16 purposes. Each of the Reporting Persons disclaims beneficial ownership of such Common Stock except to the extent of his or her beneficial interest in such partnership. Reported shares purchased may represent more than one transaction. ( 2 )Shares held of record by, and beneficially owned by, Reporting Person Betsy R. Gidwitz. ( 3 )Shares held of record by, and beneficially owned by, Reporting Person Ralph W. Gidwitz. ( 4 )Shares held of record by, and beneficially owned by, Reporting Person Ronald J. Gidwitz. ( 5 )Shares held of record by, and beneficially owned by, Reporting Person James G. Gidwitz. ( 6 )Shares owned by James G. Gidwitz through Issuer's 401(K) Plan. ( 7 )Shares purchased in a Trust for which the reporting person, James G. Gidwitz, has uncompensated investment authority but disclaims beneficial ownership of these shares except to the extent of his position as Trustee and investment advisor. ( 8 )Grant of 2,000 shares as compensation for service as a Director for the year 2018 under the 2010 Non-Employee Director Stock Plan pursuant to 16b-3(d).

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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