SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MCAULEY BRIAN

(Last)

(First)

(Middle)

3 GARRET MOUNTAIN PLAZA

SUITE 401

(Street)

WOODLAND PARK

07424

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2015

3. Issuer Name and Ticker or Trading Symbol
Pacific DataVision, Inc. [ PDVW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	366,761	D
Common Stock	2,336	I	By Wife
Common Stock	2,827	I	By The Beth Kathryn McAuley Trust⁽¹⁾
Common Stock	2,826	I	By The Christian Brian McAuley Trust⁽¹⁾
Common Stock	2,826	I	By The Mary Elizabeth McAuley Trust⁽¹⁾
Common Stock	2,826	I	By The Tricia Florence McAuley Trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	05/14/2024	Common Stock	135,000	$20	D
Stock Option (Right to Buy)	⁽³⁾	01/29/2025	Common Stock	65,000	$25	D

Explanation of Responses:

1. Mr. McAuley is the trustee of the The Beth Kathryn McAuley Trust, The Christian Brian McAuley Trust, The Mary Elizabeth McAuley Trust and The Tricia Florence McAuley Trust and has voting and dispositive power with respect to these shares. Mr. McAuley disclaims beneficial ownership except to the extent of his pecuniary interest therein.

2. 25% of the option shares vest and become exercisable on June 10, 2015 with the remaining shares vesting in 3 equal annual installments thereafter.

3. The option shares vest and become exercisable in 4 equal annual installments beginning on January 29, 2016.

Remarks:

	/s/ Brian McAuley	01/30/2015
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.