Sec Form 4 Filing - Massad Wade @ 4Licensing Corp - 2015-02-03

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 Massad Wade 2. Issuer Name and Ticker or Trading Symbol 4Licensing Corp [ FOUR] 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 4LICENSING CORPORATION, 767 THIRD AVENUE, 17TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2015 (Street) NEW YORK, NY10017 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 04/02/2015 X 12,189 A $ 0.26 49,389 D Common Stock 04/02/2015 S 12,189 D $ 0.8 37,200 D Common Stock 617,100 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 Nonstatutory Stock Option (right to buy) $ 0.26 04/02/2015 X 12,189 ( 2 ) 02/27/2023 Common Stock 12,189 $ 0 187,811 D Common Stock Warrants (right to buy) $ 0.65 02/03/2015 P 77,708 02/03/2015 03/25/2024 Common Stock 77,708 ( 3 ) 77,708 I See Footnote ( 4 ) Common Stock Warrants (right to buy) $ 0.73 03/04/2015 P 52,418 03/04/2015 03/25/2024 Common Stock 52,418 ( 5 ) 52,418 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Massad Wade C/O 4LICENSING CORPORATION 767 THIRD AVENUE, 17TH FLOOR NEW YORK, NY10017 X Signatures /s/ Wade I. Massad 04/06/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 617,100 shares held and or managed by Cleveland Capital Management L.L.C. ("Cleveland Capital"). The Reporting Person is a managing director in Cleveland Capital and may have a pecuniary interest in the shares. The Reporting Person disclaims beneficial ownership of any shares of common stock in which he does not have a pecuniary interest. ( 2 )The option vested in three equal installments on February 27, 2013, 2014 and 2015. ( 3 )Represents a warrant to purchase 77,708 shares of Issuer's common stock that was acquired in connection with a transaction by the Issuer that triggered anti-dilution rights previously granted to Cleveland Capital, L.P. No separate consideration was paid by Cleveland Capital, L.P. for the warrant. ( 4 )The warrant is held by Cleveland Capital, L.P. The general partner of Cleveland Capital, L.P. is Cleveland Capital. The reporting person is a member of Cleveland Capital and may have a pecuniary interest in the warrant and the shares underlying the warrant. The Reporting Person disclaims beneficial ownership of the warrant and any shares underlying the warrant in which he does not have a pecuniary interest. ( 5 )Represents a warrant to purchase 52,418 shares of Issuer's common stock that was acquired in connection with a transaction by the Issuer that triggered anti-dilution rights previously granted to Cleveland Capital, L.P. No separate consideration was paid by Cleveland Capital, L.P. for the warrant.

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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