FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MARGOLIES MICHAEL 		2. Issuer Name and Ticker or Trading Symbol

PSM HOLDINGS INC [ PSMH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1615 CONGRESS AVE., SUITE 103 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/24/2014
(Street)

DELRAY BEACH, FL 33445
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  175000   D    
Common Stock                  39741   I   LLC   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Preferred Series A Stock   $0.1                    2/4/2013     (3) Common Stock   37000000   (2)   37000000   I   LLC   (4)
Preferred Series C Stock   $0.04                    4/1/2014     (3) Common Stock   45000000   (5)   45000000   I   LLC   (6)
Warrants   $0.44                    2/5/2013   2/5/2018   Common Stock   695630     695630   D    
Warrants   $0.24                    2/13/2014   2/13/2019   Common Stock   50000     745630   D    
Warrants   $0.24                    3/13/2014   3/13/2019   Common Stock   50000     50000   I   LLC   (7)
Warrants   $0.088                    4/1/2014   4/1/2019   Common Stock   1985990     2731620   D    
Preferred Series E Stock   $0.01   11/24/2014     P      61250000   (8)      11/24/2014     (3) Common Stock   61250000   (8) $1000   61250000   I   LLC   (9)
Preferred Series E Stock   $0.01   12/15/2014     P      21000000   (10)      12/15/2014     (3) Common Stock   21000000   (10) $1000   82250000   I   LLC   (9)
Warrants   $0.011   12/15/2014     P      10000000       12/15/2014   12/15/2019   Common Stock   10000000   $0.011   12731620   D    

Explanation of Responses:
( 1)  Shares held by LB Consulting, LLC of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
( 2)  The 3,700 shares of Series A Convertible Preferred Stock are convertible at a rate of 10,000 shares of Common Stock for each share of preferred stock converted. On November 24, 2014 and pursuant to the provisions of the Certificate of Designation for the Series A Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current $0.24 conversion price of the Series A Preferred Stock the conversion price was adjusted to $0.10 per share. After this adjustment to the conversion price of the Series A Preferred Stock.
( 3)  No expiration date.
( 4)  Preferred shares held by LB Merchant PSMH-1, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
( 5)  The 1,800 shares of Series C Convertible Preferred Stock are convertible at a rate of 25,000 shares of Common Stock for each share of preferred stock converted. On November 24, 2014 and pursuant to the provisions of the Certificate of Designation for the Series C Preferred Stock regarding adjustments in conversion price, because the Company issued and sold additional shares at a price less than the current $0.08 conversion price of the Series C Preferred Stock, the conversion price was adjusted to $0.04 per share.
( 6)  Preferred shares held by LB Merchant PSMH-2, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
( 7)  Warrants held by LB Merchant PSMH-1, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
( 8)  The 612.5 shares of Series E Convertible Preferred Stock are convertible at a rate of 100,000 shares of Common Stock for each share of preferred stock converted.
( 9)  Preferred Shares held by LB Merchant PSMH-3, LLC, of which Mr. Margolies is the managing member. Mr. Margolies disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
( 10)  The 210 shares of Series E Convertible Preferred Stock are convertible at a rate of 100,000 shares of Common Stock for each share of preferred stock converted.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MARGOLIES MICHAEL
1615 CONGRESS AVE.
SUITE 103
DELRAY BEACH, FL 33445 		X X


Signatures
/s/ Michael Margolies 12/17/2014
** 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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