UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 29, 2016

PRISM TECHNOLOGIES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation)	0-26083 (Commission File Number)	94-3220749 (I.R.S. Employer Identification No.)
	101 Parkshore Dr., Suite 100 Folsom, California 95630 (Address of principal executive offices including zip code)
	(916) 932-2860 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 29, 2016 the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Prism Technologies Group, Inc. (the “Company”) approved an amendment to the Incentive Compensation Plan (“Plan”) for the Company’s executive officers, directors and employees. The amendment increases the amount of incentive compensation available to any participant from 1.5 to 2.5 times the amount of his cumulative compensation reduction measured between the date of participation through the payout date.

The original Plan was described in the Current Report on Form 8-K filed with the Securities Exchange Commission on September 8, 2016.                                            

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	PRISM TECHNOLOGIES GROUP, INC.
Date: December 4, 2016	By:	/s/ L. Eric Loewe
		Name: L. Eric Loewe Title: Senior Vice President, General Counsel and Secretary