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^*

Dowling Vincent J. Jr

(Last)

(First)

(Middle)

54 LEDYARD

(Street)

WEST HARTFORD

06117

(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)
04/11/2014

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)
Common Stock Warrant	$3.35	04/11/2014		J⁽¹⁾			50,000	07/26/2012⁽²⁾	09/10/2019	Common Stock, par value, $0.10 per share	50,000⁽³⁾	$3.35	50,000⁽³⁾	D

Explanation of Responses:

1. Warrant(W) amended 4/11/14,Holder(H) shall not be entitled to exercise his (W)on an exercise date (ED),in connection with that # of shrs of Common Stock (CS) which would be in excess of the sum of(I) #of shrs of CS beneficially owned by H& affiliates on an ED &(ii)the # of shrs of CS issuable upon exercise of W with respect to which the determination of this limitation is being made on an ED, which would result in beneficial ownership by H &affiliates of more than 9.99% outstanding shrs of CS on such date.For purposes of immediately preceding sentence,beneficial ownership determined in accordance with Sec.13(d) of 1934 Act & Rule13d-3 thereunder.Subj to the foregoing,H shall not be limited to aggregate exercises which result in issuance of more than 9.99%. Restriction described here may be waived, in whole or in part, upon 61 days'prior notice from H to Co to increase such %. H may decide whether to exercise this W to achieve an actual 9.99% or increase ownership described above.

2. Original warrant issued 7/26/12. Warrant amended 4/11/14

3. Warrants continue to be beneficially owned, restrictions on exercise. The warrants are held by Millenium Trust Company, LLC Custodian FBO Vincent J. Dowling, Jr., Roth IRA. Mr. Dowling has sole beneficial ownership of such shares.

	Vincent J. Dowling, Jr	04/11/2014
	** 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).
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