Sec Form 4 Filing - NURTHEN WILLIAM @ ARI NETWORK SERVICES INC /WI - 2017-08-29

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 NURTHEN WILLIAM 2. Issuer Name and Ticker or Trading Symbol ARI NETWORK SERVICES INC /WI [ ARIS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 10850 WEST PARK PLACE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2017 (Street) MILWAUKEE, WI53224 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 08/29/2017 M 22,000 A $ 0 77,870 D Common Stock 08/29/2017 D( 1 ) 77,870 D $ 7.1 0 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 Restricted Stock $ 0 ( 2 ) 08/29/2017 M 22,000 ( 2 ) 03/04/2019 Common Stock 22,000 $ 0 33,000 D Restricted Stock $ 0 ( 3 ) 08/29/2017 D( 3 ) 33,000 ( 3 ) ( 3 ) Common Stock 33,000 $ 0 0 D Stock Option (Right to Buy) $ 3.25 08/29/2017 D( 4 ) 75,000 07/31/2014 01/10/2024 Common Stock 75,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NURTHEN WILLIAM 10850 WEST PARK PLACE SUITE 1200 MILWAUKEE, WI53224 Chief Financial Officer Signatures Mary L. Pierson (pursuant to Power of Attorney previously filed) 08/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated June 20, 2017 among the Issuer, Expedition Holdings LLC ("Parent") and Expedition Merger Sub, Inc., at the effective time (the "Effective Time") of the merger (the "Merger") contemplated under the Merger Agreement, each unvested share of restricted stock of the Issuer vested, and each share of Issuer common stock converted into the right to receive $7.10 in cash. ( 2 )22,000 shares of performance-based restricted stock vested in connection with the Merger. ( 3 )33,000 outstanding shares of performance-based restricted stock were cancelled in connection with the Merger. ( 4 )At the Effective Time of the Merger, outstanding options to purchase shares of Issuer common stock were cancelled and converted into the right to receive, for each share of Issuer common stock subject to the option, an amount in cash equal to (x) $7.10, minus (y) the sum of (1) the exercise price per share of common stock of such option, and (2) any applicable withholding amounts, except that the Reporting Person's options with respect to 27,662 shares were rolled over to options to acquire 196,400 units of an affiliate of the Parent at an exercise price of $0.458 per unit.

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