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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Dowling Vincent J. Jr (Last) (First) (Middle) 190 FARMINGTON AVENUE (Street) FARMINGTON CT 06032 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TEL INSTRUMENT ELECTRONICS CORP [ TIK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/07/2017
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.10 per share	12/07/2017		P		10,000	A	$2.3223	295,922	I	See footnote(1)
Common Stock, par value $0.10 per share	12/08/2017		P		2,000	A	$2.4197	297,922	I	See footnote(1)
Common Stock, par value $0.10 per share								297,922	I	See footnote(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(3)	11/13/2017		P		333,333		(4)	(4)	Common Stock	400,000(3)	(3)	333,333	I	See footnote(5)
Common Stock Warrant	$3.35							07/26/2012	09/10/2019	Common Stock	50,000		50,000	I	See footnote(5)

Explanation of Responses:

1. These shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares.

2. 30,022 shares of common stock are held by IRA FBO Vincent J. Dowling, Jr. Pershing LLC as Custodian Roth Conversion Account. Mr. Dowling has sole beneficial ownership of such shares. 67,900 shares are held by Trust Agreement of Dowling 2009 Statutory Trust UAD 12/10/09 People's United Bank TTEE FBO Vincent J. Dowling, Jr. Mr. Dowling has sole beneficial ownership of such shares. 200,000 shares and warrants are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares.

3. The Designations provide that the Series A Convertible Preferred Stock is convertible into shares of common stock at a price of $3.00 per share, subject to an initial maximum conversion amount and contingent upon post-closing approval by the Issuer's shareholders in accordance with applicable stock exchange rules. At the Issuer's annual meeting in January 2018, the shareholders will vote to approve (i) an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 4,000,000 shares to 6,000,000 shares and (ii) the increase of the maximum amount of shares of common stock into which the Series A Convertible Preferred Stock can be converted from 600,000 shares to 1,000,000 shares.

4. The Series A Convertible Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Amendment to Certificate of Incorporation filed by the Issuer with the Secretary of State of the State of New Jersey on November 8, 2017 (the "Designations"). Subject to the Designations, the Series A Convertible Preferred Stock is convertible at any time, at the holder's election, and has no expiration date.

5. The shares of Series A Convertible Preferred Stock and warrants are held by Millennium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares.

	/s/ Vincent J. Dowling, Jr.	12/11/2017
	** Signature of Reporting Person	Date
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