SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MUNRO MARK E/NJ

(Last)

(First)

(Middle)

1100 FIRST AVE

(Street)

SPRING LAKE

07762

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERCLOUD SYSTEMS, INC. [ ICLD ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/25/2013		C		440,825	A	⁽¹⁾	443,790	D
Common Stock	06/25/2013		C		171,775	A	⁽²⁾	171,775	I	See Footnote⁽²⁾
Common Stock	06/25/2013		C		65,724	A	⁽³⁾	65,724	I	See Footnote⁽³⁾
Common Stock	08/06/2013		C		3,992	A	⁽⁴⁾	69,716	I	See Footnote⁽⁴⁾
Common Stock	07/23/2013		P		125	A	$7.76	125	I	See Footnote⁽⁵⁾
Common Stock	07/24/2013		P		125	A	$8	250	I	See Footnote⁽⁵⁾
Common Stock	07/25/2013		P		250	A	$8	500	I	See Footnote⁽⁵⁾
Common Stock	07/26/2013		P		400	A	$8.348⁽⁶⁾	900	I	See Footnote⁽⁵⁾
Common Stock	07/29/2013		P		250	A	$9	1,150	I	See Footnote⁽⁵⁾
Common Stock	07/30/2013		P		625	A	$9.8146⁽⁶⁾	1,775	I	See Footnote⁽⁵⁾
Common Stock	07/31/2013		P		850	A	$10.6088⁽⁶⁾	2,625	I	See Footnote⁽⁵⁾
Common Stock	08/01/2013		P		1,924	A	$9.3487⁽⁶⁾	4,549	I	See Footnote⁽⁵⁾
Common Stock	08/02/2013		P		120	A	$11.8333⁽⁶⁾	4,669	I	See Footnote⁽⁵⁾
Common Stock	08/06/2013		P		100	A	$10.99⁽⁶⁾	4,769	I	See Footnote⁽⁵⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock⁽¹⁾	⁽¹⁾	06/25/2013		C			7,899	⁽¹⁾	⁽¹⁾	Common Stock	440,825	⁽¹⁾	0	D
Series B Convertible Preferred Stock⁽²⁾	⁽²⁾	06/25/2013		C			2,105	⁽²⁾	⁽²⁾	Common Stock	171,775	⁽²⁾	0	I	See Footnote⁽²⁾
Series C Convertible Preferred Stock⁽³⁾	⁽³⁾	06/25/2013		C			75	⁽³⁾	⁽³⁾	Common Stock	65,724	⁽³⁾	0	I	See Footnote⁽³⁾
Series E Convertible Preferred Stock	⁽⁴⁾	08/06/2013		C			25	⁽⁴⁾	⁽⁴⁾	Common Stock	3,992	⁽⁴⁾	0	I	See Footnote⁽⁴⁾
Warrant to purchase Common Stock	$500							09/18/2012	09/18/2014	Common Stock	2,014⁽⁷⁾		2,014⁽⁷⁾	I	See Footnote⁽⁷⁾

Explanation of Responses:

1. On June 25, 2013, the Reporting Person converted 7,899 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the Issuer ("Series B Preferred Stock") into 440,825 shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock"). Each share of Series B Preferred Stock was convertible into such number of shares of Common Stock equal to 0.00134% of the outstanding shares of Common Stock on a fully-diluted basis at the time of conversion.

2. On June 25, 2013, Mark Munro IRA converted 2,105 shares of Series B Preferred Stock into 171,775 shares of Common Stock. Each share of Series B Preferred Stock was convertible into such number of shares of Common Stock equal to 0.025% of the outstanding shares of Common Stock on a fully-diluted basis at the time of conversion. The Reporting Person beneficially owns the shares held by Mark Munro IRA.

3. On June 25, 2013, 1112 Third Avenue Corp. converted 75 shares of Series C Convertible Preferred Stock, par value $0.001 per shares ("Series C Preferred Stock"), into 65,724 shares of Common Stock. Each share of Series C Preferred Stock was convertible into such number of shares of Common Stock equal to 0.00134% of the outstanding shares of Common Stock on a fully-diluted basis at the time of conversion. The Reporting Person has voting and investment power over the shares owned by 1112 Third Avenue Corp.

4. On August 6, 2013, 1112 Third Avenue Corp. converted 25 shares of Series E Convertible Preferred Stock, par value $0.001 per shares ("Series E Preferred Stock"), into 3,992 shares of Common Stock. All outstanding shares of Series E Preferred Stock were convertible in the aggregate into such number of shares of Common Stock equal to 9.8% of the outstanding shares of Common Stock at the time of conversion on a fully-diluted basis. The Reporting Person has voting and investment power over the shares owned by 1112 Third Avenue Corp.

5. Represents shares of Common Stock owned of record by MMD Genesis LLC. The Reporting Person, Mark Durfee and Douglass Shooker share voting and investment power of over these shares. The Reporting Person disclaims beneficial ownership of these securities except to the extend of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

6. Represents the weighted average purchase price of the shares of Common Stock purchased on such trading day.

7. Represents a warrant owned by 1112 Third Avenue Corp, exercisable for a number of shares of Common Stock equal to approximately 0.000367% of the outstanding shares of Common Stock on a fully-diluted basis as of the exercise date, at an exercise price of $500.00 per share. As of the date of this report, the warrant is exercisable for 2,014 shares of Common Stock. The Reporting Person has voting and investment power over the shares owned by 1112 Third Avenue Corp.

Remarks:

The number of and transaction prices of the shares of Common Stock reported in this Form 4 have been adjusted to reflect a one (1)-for-four (4) reverse stock split of the Common Stock effected by the Issuer on August 1, 2013.

	/s/ Mark E. Munro	08/07/2013
	** 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 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).
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.