SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* SAMPSON CURTIS A (Last) (First) (Middle) PO BOX 777 S MAIN ST (Street) HECTOR MN 55342 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COMMUNICATIONS SYSTEMS INC [ JCS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year) 01/11/2011	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/28/2010		G4	3,800	D	$0	1,067,279	D
Common Stock							7,000	I	see footnote(1)
Common Stock							42,559	I	see footnote(2)
Common Stock							16,323	I	see footnote(3)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	$11.82						05/18/2010	05/18/2020	Common Stock	3,000		3,000	D
Non-Qualified Stock Option	$9.73						05/21/2009	05/21/2019	Common Stock	3,000		3,000	D
Non-Qualified Stock Option	$11.41						05/21/2008	05/21/2018	Common Stock	3,000		3,000	D

Explanation of Responses:

1. Shares held in a 1989 irrevocable trust

2. Shares held in the Communications Systems, Inc. Employee Stock Ownership Plan ("CSI ESOP"). Mr. Sampson is a trustee of the CSI ESOP and disclaims beneficial ownership of any shares of the issuer held by the CSI ESOP in excess of the shares allocated to his individual CSI ESOP account, which total 42,559 shares.

3. Shares held by Mr. Sampson's spouse. Mr. Sampson disclaims beneficial ownership of shares of the Issuer registered in the name of his spouse.

Remarks:

This Form 5 presents, as of December 31, 2010, the Reporting Person's beneficial ownership of shares of the Issuer's common stock for purposes of Section 16 under the Securities Exchange Act of 1934, as amended. Mr. Sampson disclaims any beneficial ownership of the shares of the Issuer owned by the Sampson Family Foundation. Although Mr. Sampson is the president and manager of the Sampson Family Foundation and makes investment decisions regarding the Foundation's securities transactions, by virtue of the Foundation's status as a 501(c)(3) tax-exempt organization, the Reporting Person may not, and in fact, does not personally derive any profit from the Foundation's transactions in the Issuer's common stock. As a result, for purposes of Section 16(b), Mr. Sampson has never been and is not currently the beneficial owner of any securities held by the Sampson Family Foundation, including the Issuer's common stock, and the inadvertent reporting of transactions in the Issuer's securities by the Sampson Family Foundation on previous Form 4s filed by this Reporting Person should be disregarded.

	/s/ Curtis A. Sampson	03/22/2011
	** Signature of Reporting Person	Date
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* 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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