Sec Form 4 Filing - Ledenko Robert @ VICON INDUSTRIES INC /NY/ - 2014-08-29

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 Ledenko Robert 2. Issuer Name and Ticker or Trading Symbol VICON INDUSTRIES INC /NY/ [ VII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP-Sales & Marketing (Last) (First) (Middle) VICON INDUSTRIES, INC., 131 HEARTLAND BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2014 (Street) EDGEWOOD, NY11717 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 Stock Option (Right to Buy) $ 2.46 08/29/2014 A 30,298 08/29/2014 02/09/2021 Common Stock 30,298 ( 1 ) 30,298 D Stock Option (Right to Buy) $ 1.78 08/29/2014 A 37,873 ( 2 ) 12/18/2022 Common Stock 37,873 ( 1 ) 68,171 D Stock Appreciation Right $ 2.93 08/29/2014 A 75,747 ( 3 ) 01/31/2016 Common Stock 75,747 ( 4 ) 143,918 D Stock Appreciation Right $ 3.56 08/29/2014 A 37,873 ( 5 ) 01/31/2017 Common Stock 37,873 ( 4 ) 181,791 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ledenko Robert VICON INDUSTRIES, INC. 131 HEARTLAND BOULEVARD EDGEWOOD, NY11717 Senior VP-Sales & Marketing Signatures /s/ Robert Ledenko 09/03/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the stock-for-stock merger of IQinVision, Inc. ("IQinVision") and VI Merger Sub, Inc., a wholly owned subsidiary of the Issuer, pursuant to which VI Merger Sub, Inc. was merged with and into IQinVision, with IQinVision surviving as a wholly-owned subsidiary of the Issuer (the "Merger"), all outstanding IQinVision stock options, whether vested or unvested, were assumed by Vicon. Represents stock options to purchase an aggregate of 270,000 shares of IQinVision common stock, which were assumed by Vicon as of the effective date of the Merger and replaced with options to purchase an aggregate of 68,171 shares of Vicon common stock. ( 2 )This option is currently exercisable as to 22,092 shares of common stock, and will vest as to the remaining 15,781 shares of common stock in five equal quarterly installments beginning on October 1, 2014. ( 3 )These stock appreciation rights are currently exercisable with respect to 37,873 shares of common stock, and will vest as to the remaining 37,874 shares of common stock in equal installments on each of January 1, 2015 and January 1, 2016. ( 4 )In connection with the Merger, all outstanding IQinVision stock appreciation rights, whether vested or unvested, were assumed by Vicon. Represents stock appreciation rights with respect to an aggregate of 450,000 shares of IQinVision common stock, which were assumed by Vicon as of the effective date of the Merger and replaced with stock appreciation rights with respect to an aggregate of 113,620 shares of Vicon common stock. ( 5 )These stock appreciation rights are currently exercisable with respect to 9,468 shares of common stock, and will vest as to the remaining 28,405 shares of common stock in three equal installments on each of January 1, 2015, January 1, 2016 and January 1, 2017.

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