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

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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^*

Olsen Martin T.

(Last)

(First)

(Middle)

C/O TSS, INC.

7226 LEE DEFOREST DRIVE, SUITE 104

(Street)

COLUMBIA

21046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TSS, Inc. [ TSSI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP, Sales & Marketing

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2014

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, par value $0.0001 per share	01/14/2014		A		250,000⁽¹⁾	A	$0⁽²⁾	250,000	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 (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)
Employee Stock Option	⁽³⁾	01/14/2014		A		200,000		⁽⁴⁾	01/14/2024	Common Stock	200,000	$0	200,000	D

Explanation of Responses:

1. These shares of common stock represent restricted stock granted pursuant to an award agreement between Mr. Olsen and the Issuer and are subject to forfeiture. The restricted stock awarded will vest in installments as follows: (1) 25,000 shares become exercisable on February 14, 2014, (2) 125,000 shares will vest on the first anniversary of the grant date, and (3) 100,000 shares will vest on the second anniversary of the grant date. All unvested shares of restricted stock will vest upon a change in control of the Issuer and 150,000 shares of restricted stock will vest in certain instances upon the termination of Mr. Olsen's employment.

2. These shares of restricted stock were granted to Mr. Olsen for his services as the Executive Vice President, Sales and Marketing of the Issuer.

3. The exercise price is equal to the average of the high and low bid prices for the Issuer's common stock reported daily on the OTCQB marketplace during the 20 trading days following January 14, 2014.

4. The option will become exercisable in installments as follows: 100,000 shares will vest when the fair market value of the Issuer's common stock is at least $2.00 for 20 consecutive business days, and 100,000 shares will vest when the fair market value of the Issuer's common stock is at least $3.00 for 20 consecutive business days. The option will become immediately exercisable upon the occurrence of a change in control of the Issuer.

	/s/ Martin T. Olsen	01/14/2014
	** 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).
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