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^*

LEUNG CHI WAH

(Last)

(First)

(Middle)

FLAT 2B, OLYMPAIN MANSION

9 CONDUIT ROAD

(Street)

MID-LEVEL

00000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NETWORK CN INC [ NWCN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2015

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 $0.001 par value								2,028,967⁽¹⁾	I⁽¹⁾	See Footnote⁽¹⁾
Stock grant⁽³⁾	08/30/2013⁽³⁾		A		8,000⁽³⁾	A	$0	8,000⁽³⁾	D
Stock grant⁽⁴⁾	02/23/2015⁽⁴⁾		A		13,333⁽⁴⁾	A	$0	13,333⁽⁴⁾	D
Stock grant⁽⁵⁾	08/28/2015⁽⁵⁾		A		13,333⁽⁵⁾	A	$0	13,333⁽⁵⁾	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)
Stock Option (right to buy)	$0.99	07/01/2009⁽²⁾		J		0		04/02/2009	01/01/2018	Common Stock	2,020,202	$0.99	2,020,202	I	Held by Keywin Holdings Ltd.

Explanation of Responses:

1. Total of the 2,028,967 shares held by the reporting person, 1,609,460 are held by Keywin Holdings Ltd. and 419,507 shares are held directly by the reporting person.

2. On December 12, 2014, the Issuer extended the expiration date of the Stock Option to January 1, 2016. On December 31, 2015, the Issuer further extended the expiration date of the Stock Option to January 1, 2018.

3. On August 30, 2013, the reporting person received an aggregate award of 8,000 shares of the Issuer's common stock, as consideration for services rendered as a director, between July 1, 2014 and June 30, 2014, so long as the reporting person continues in his role as a director of the Issuer on June 30, 2014, the scheduled vesting date. The shares are not issued.

4. On February 23, 2015, the reporting person received an aggregate award of 13,333 shares of the Issuer's common stock, as consideration for services rendered as a director, between July 1, 2014 and June 30, 2015, so long as the reporting person continues in his role as a director of the Issuer on June 30, 2015, the scheduled vesting date. The shares are not issued.

5. On August 28, 2015, the reporting person received an aggregate award of 13,333 shares of the Issuer's common stock, as consideration for services rendered as a director, between August 28, 2015 and June 30, 2016, so long as the reporting person continues in his role as a director of the Issuer on June 30, 2016, the scheduled vesting date.

Remarks:

	/s/ Chi Wah Leung	04/13/2017
	** 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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