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^*

PRIMUTH RICHARD A

(Last)

(First)

(Middle)

(Street)

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2015

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)

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)
Non-Qualified Stock Options	$12.9	04/03/2015		D⁽¹⁾			7,196	05/31/2015⁽¹⁾	07/01/2021	Common Stock	7,196	$0⁽¹⁾	9,756	D
Non-Qualified Stock Options	$11.7	04/03/2015		D⁽¹⁾			3,415	06/04/2015⁽¹⁾	06/04/2021	Common Stock	3,415	$0⁽¹⁾	6,341	D
Restricted Stock Units	$0⁽²⁾	04/03/2015		A⁽¹⁾		1,356		05/31/2015⁽¹⁾⁽³⁾	07/01/2021	Common Stock	1,356	$0⁽¹⁾	1,356	D
Restricted Stock Units	$0⁽²⁾	04/03/2015		A⁽¹⁾		598		06/04/2015⁽¹⁾⁽⁴⁾	06/04/2021	Common Stock	598	$0⁽¹⁾	598	D

Explanation of Responses:

1. Options and restricted stock units ("RSU") are issued to non-employee directors ("NEDs") under the Issuer's Executive Incentive Compensation Plan ("2011 Plan"). In March 2015, the CSI Board determined the number of shares covered by the 2014 option and RSU awards to CSI NEDs exceeded the 50000 share limit on allowable awards to all NEDs in a calendar year. To reduce the total number of shares to less than 50000, on 4/3/15, the Board, based on authority granted in the 2011 Plan, cancelled a total of 34551 options granted to NEDs in 2014 and issued additional RSUs covering 6282 shares to the NEDs, vesting on the same dates as the original RSUs granted. The dollar value of the new RSUs granted was equivalent to the value of the options cancelled. This cancellation of options and issuance of RSUs will have no material effect on the Company's financial statements. The cancellation of options and issuance of RSUs for Reporting Person are part of the CSI Board's 4/3/15 actions.

2. Each Restricted Stock Unit represents a contingent right to receive one share of Communications Systems, Inc. common stock.

3. The Restricted Stock Units vest on May 31, 2015 as long as director continues service to the Board prior to the vesting date. The Restricted Stock Units have an additional year of restriction and stock will be issued on July 1, 2016.

4. Restricted Stock Units vest on the earlier of the first anniversary of the date of grant or the 2015 Annual Meeting of Shareholders as long as the director continues service to the Board prior to the vesting date. The Restricted Stock Units have an additional year of restriction and stock will be issued on June 4, 2016.

	Suzette McNally, Attorney-in-Fact for Richard A. Primuth	04/07/2015
	** Signature of Reporting Person	Date
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