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^*

Pedersen Jon D. Sr.

(Last)

(First)

(Middle)

462 7TH AVENUE

4TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Snap Interactive, Inc [ STVI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2014

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	03/06/2014		D		480,000⁽¹⁾	D	$0	0	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)	$0.52	03/04/2014		D			700,000	⁽²⁾	04/10/2023	Common Stock	700,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$0.34	03/04/2014		A		25,000		⁽³⁾	03/04/2020	Common Stock	25,000	$0	25,000	D

Explanation of Responses:

1. Represents the cancellation of restricted shares of common stock pursuant to a cancellation agreement that were originally awarded to the reporting person on April 10, 2013, pursuant to a restricted stock award agreement.

2. Represents the cancellation of a stock option pursuant to a cancellation agreement that was granted pursuant to a stock option agreement dated April 10, 2013 (the "2013 Option Agreement"). Under this stock option, one-fourth of the shares would have vested and become exercisable on the first, second, third and fourth anniversaries of the date of grant; provided, that upon the effective date of a "change in control" (as defined in the 2013 Option Agreement), 50% of any unvested shares of common stock underlying the option would have vested on the earlier of (i) the original vesting date or (ii) equally on the first and second anniversary of the effective date of the change in control (subject to the terms and conditions of the 2013 Option Agreement). The reporting person received a new option to purchase 25,000 shares of common stock as consideration for the cancellation as disclosed herein.

3. The stock option was granted pursuant to a stock option agreement dated March 4, 2014 (the "2014 Option Agreement"). Under this stock option, the shares will become vested and exercisable on the six-month anniversary of the date of grant; provided, that upon the effective date of a "change in control" (as defined in the 2014 Option Agreement, 50% of any unvested shares of common stock underlying the option will immediately vest and the remaining 50% of the unvested shares will vest on the six-month anniversary of the date of grant (subject to the terms and conditions of the 2014 Option Agreement).

	/s/ Jon D. Pedersen, Sr.	03/07/2014
	** 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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