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^*

Foster Bruce Robert

(Last)

(First)

(Middle)

C/O 4LICENSING CORPORATION

767 THIRD AVENUE, 17TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
4Licensing Corp [ FOUR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CEO, Exec VP, & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2013

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)
Nonstatutory Stock Option (right to buy)	$0.26⁽¹⁾	02/27/2013⁽²⁾		A		83,333		02/27/2013⁽³⁾	02/27/2023	Common Stock	83,333	$0	250,000⁽⁶⁾	D
Nonstatutory Stock Option (right to buy)	$0.26⁽¹⁾	02/27/2013⁽²⁾		A		83,333		02/27/2014⁽⁴⁾	02/27/2023	Common Stock	83,333	$0	250,000⁽⁶⁾	D
Nonstatutory Stock Option (right to buy)	$0.26⁽¹⁾	02/27/2013⁽²⁾		A		83,334		02/27/2015⁽⁵⁾	02/27/2023	Common Stock	83,334	$0	250,000⁽⁶⁾	D

Explanation of Responses:

1. The exercise price is the Fair Market Value of the shares of Common Stock of 4Licensing Corporation (the "Company") as of the grant date determined by the Board of Directors of the Company upon the range of bid prices for the Company's Common Stock on the OTC Pink Sheets on the grant date.

2. The grant date of the option to purchase 250,000 shares of Common Stock of the Company is February 27, 2013.

3. Option grants to purchase 83,333 shares of Common Stock of the Company become exercisable immediately upon the grant.

4. Option grants to purchase 83,333 shares of Common Stock of the Company become exercisable on the first anniversary of the grant date.

5. Option grants to purchase 83,334 shares of Common Stock of the Company become exercisable on the second anniversary of the grant date.

6. Includes the 250,000 shares of Common Stock of the Company underlying the option granted on February 27, 2013.

Remarks:

	/s/ Bruce Foster	03/01/2013
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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