Sec Form 4 Filing - ESW Capital, LLC @ FALCONSTOR SOFTWARE INC - 2018-12-27

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 ESW Capital, LLC 2. Issuer Name and Ticker or Trading Symbol FALCONSTOR SOFTWARE INC [ FALC] 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) 401 CONGRESS AVE., SUITE 2650 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2018 (Street) AUSTIN, TX78701 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 12/27/2018 X 122,214,132 A $ 0.001 128,613,493 D ( 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 Warrants $ 0.001 12/27/2018 X 122,214,132 ( 2 ) 02/23/2028 Common Stock 122,214,132 ( 3 ) 0 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ESW Capital, LLC 401 CONGRESS AVE., SUITE 2650 AUSTIN, TX78701 X LIEMANDT JOSEPH 401 CONGRESS AVE., SUITE 2650 AUSTIN, TX78701 X Signatures /s/ Andrew Price, Chief Financial Officer of ESW Capital, LLC 12/28/2018 Signature of Reporting Person Date /s/ Andrew Price, Attorney-in-Fact for Mr. Joseph Liemandt 12/28/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are held directly by ESW Capital, LLC ("ESW"). Joseph Liemandt is the sole voting member of ESW and may be deemed to have beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, of the securities held by ESW. Mr. Liemandt disclaims Section 16 beneficial ownership of the securities held by ESW, except to the extent, if any, of his pecuniary interest therein. ( 2 )The warrants reported herein were issued by the Issuer to ESW in connection with its purchase of 9,990,506 units (each, a "Unit") in a private placement that closed on October 10, 2018 ("Financing"). The warrants were exercisable at any time prior to the expiration date. ( 3 )The reported securities were included with 9,990,506 Units purchased by the reporting person for $0.371063 per Unit in the Financing. Each Unit consisted of (a) $0.10 in Issuer's senior secured debt, (b) warrants to purchase 12.233 shares of the Issuer's common stock, and (c) 0.0225 shares of the Company's Series A Convertible Preferred Stock at a per Unit price of $0.271063 (subject to certain adjustment).

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).

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