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^*

MCMAHON BRIAN P

(Last)

(First)

(Middle)

101 HORSEHOE ROAD

(Street)

MILLNECK

11765

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FTE Networks, Inc. [ FTNW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2018

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	09/13/2018		C		178,000	A	⁽⁴⁾	713,026	D
Series H Preferred Stock	07/02/2019		J		67	A	⁽³⁾	67	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)
Series A Preferred Stock	$0.62	07/02/2019		J		1,351⁽¹⁾		⁽²⁾	⁽²⁾	Common Stock	2,179,032	⁽¹⁾	1,351	D
Series A-1 Preferred Stock	$0.62	07/02/2019		J		197⁽¹⁾		⁽²⁾	⁽²⁾	Common Stock	317,742	⁽¹⁾	197	D
Series A Preferred Stock	$0.62	07/02/2019		J			1,351	⁽²⁾	⁽²⁾	Common Stock	2,179,032	⁽³⁾	0	D
Series A-1 Preferred Stock	$0.62	07/02/2019		J			197	⁽²⁾	⁽²⁾	Common Stock	317,742	⁽³⁾	0	D
Series G Convertible Preferred Stock	⁽⁴⁾	09/13/2018		J			1,780	04/04/2018	⁽⁵⁾	Common Stock	178,000	⁽⁴⁾	0	D

Explanation of Responses:

1. On July 2, 2019, the Reporting Person was issued 1,351 shares of Series A Preferred Stock and 197 shares of Series A-1 Preferred Stock as partial consideration for restructuring certain of the Reporting Person's promissory notes in connection with the Issuer's debt restructuring.

2. The Series A Preferred Stock and Series A-1 Preferred Stock are perpetual and can be converted into shares of the Issuer's Common Stock any time at the holder's option.

3. On July 2, 2019, the Reporting Person exchanged 1,351 shares of Series A Preferred Stock and 197 shares of Series A-1 Preferred Stock for 33 shares of Series H Preferred Stock, in connection with the Issuer's debt restructuring.

4. The Reporting Person's Series G Convertible Preferred Stock was converted into shares of Common Stock for no consideration.

5. Each share of Series G Convertible Preferred Stock is convertible into 100 shares of Common Stock commencing on April 3, 2018 and has no expiration date.

	/s/ Brian McMahon	07/03/2019
	** 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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