Edgar Filing: Gebbia Gloria E

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Gebbia Gloria E

2. Issuer Name and Ticker or Trading Symbol
SIEBERT FINANCIAL CORP [SIEB]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
10% Owner(1)

(Last)

(First)

(Middle)

C/O SIEBERT FINANCIAL CORP.,, 120 WALL STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2017

(Street)

NEW YORK, NY 10005

4. If Amendment, Date 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

(City)

(State)

(Zip)

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, $0.01 par value per share	12/29/2017		J⁽¹⁾		288,537 ⁽¹⁾	A ⁽¹⁾	⁽¹⁾	2,581,337	D ⁽¹⁾
Common Stock, $0.01 par value per share	12/29/2017		J⁽¹⁾⁽³⁾		3,957,075 ⁽³⁾	A ⁽²⁾ ⁽³⁾	⁽³⁾	20,074,295 ⁽²⁾	I ⁽²⁾ ⁽³⁾	See footnotes ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gebbia Gloria E C/O SIEBERT FINANCIAL CORP., 120 WALL STREET NEW YORK, NY 10005	X	X		10% Owner(1)

Signatures

/s/ Gloria E. Gebbia		01/03/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On December 29, 2017, StockCross Financial Services, Inc., a Massachusetts corporation ("StockCross") transferred to its shareholders, in accordance with Mass. Gen. Laws Ann. ch. 156D, ? 6.40 (Distributions to shareholders) (the "Transfer"), an aggregate of 5,072,062 shares of common stock ("Common Stock") of Siebert Financial Corp. ("Issuer"), which shares were received by StockCross on December 29, 2017 pursuant to an Asset Purchase Agreement. In accordance with the Transfer, the Reporting Person received 288,537 shares of Common Stock of the Issuer from StockCross. No consideration was paid for such shares received in the Transfer.
(2)	Such aggregate 20,074,294 shares of Issuer Common Stock may be deemed to be beneficially owned by the Reporting Person and represents (a) 14,987,283 shares of Issuer Common Stock directly owned by Kennedy Cabot Acquisition, LLC ("KCA"), which the Reporting Person is the managing member, (b) 136,537 shares of Issuer Common Stock owned by StockCross, an entity which the Reporting Person is a director of and has an ownership interest in and (c) 4,932,075 shares of Issuer Common Stock held by various members of the Gebbia family. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein.
(3)	Represents shares of Issuer Common Stock issued to members of the Gebbia family in the Transfer. No consideration was paid for such shares.

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