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^*

McAvoy Sean M

(Last)

(First)

(Middle)

C/O HILLAIR CAPITAL MANAGEMENT, LLC

345 LORTON AVENUE, SUITE 303

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2016

3. Issuer Name and Ticker or Trading Symbol
SG BLOCKS, INC. [ SGBX* ]

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

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

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	25,415	I⁽¹⁾	By Hillair Capital Investments L.P.

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)
Senior Convertible Secured Debentures	⁽²⁾	⁽²⁾	Common Stock	2,000,000	$1.25	I⁽¹⁾	By Hillair Capital Investments LP
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	3,352,440	$1	I⁽¹⁾	By Hillair Capital Investments LP

Explanation of Responses:

1. The reported securities are owned indirectly by Sean M. McAvoy, as the manager of Hillair Capital Management LLC. Sean M. McAvoy disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. The Senior Convertible Secured Debentures became convertible on June 30, 2016 and expire on June 30, 2018, in the amount of $2,500,000 in principal amount plus any accrued and unpaid interest.

3. The Series A Convertible Preferred Stock became convertible on June 30, 2016 and has a perpetual duration.

Remarks:

*. The Issuer currently intends to apply for quotation or listing under this symbol in the future.

	/s/ Sean M. McAvoy	10/26/2016
	** 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).
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