Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 ^* KEEN VICTOR F	2. Issuer Name and Ticker or Trading Symbol 3DICON CORP [TDCP]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director __ X __ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) CEO and Director
(Last) (First) (Middle) C/O 3DICON CORPORATION, 6804 SOUTH CANTON AVENUE, SUITE 150	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2014
(Street) TULSA, OK 74136 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	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 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 (MM/DD/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$0.01	1/23/2014		A4	190000		1/24/2015	⁽²⁾	Common Stock	19000000	$1.00 ⁽¹⁾	265000	D
Warrants to Purchase Common Stock	$0.0055	1/23/2014		A4	9500000		1/24/2015	1/24/2018	Common Stock	9500000	$1.00 ⁽¹⁾	13250000	D

Explanation of Responses:
( 1)	Reporting Person purchased Units at $1.00 per Unit, including 190,000 shares of the Issuer's Series A Convertible Preferred Stock, which are convertible, after 1/24/2015, into 19,000,000 shares of the Issuer's Common Stock and warrants to purchase 9,750,000 shares of the Issuer's Common Stock at an exercise price of $0.0055 per share for a total purchase price of $190,000.
( 2)	None

Remarks:
Although reported in the Issuer's Form 8-K filed on January 28, 2014, the filing of a Form 4 reporting the above transaction was inadvertently omitted.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KEEN VICTOR F C/O 3DICON CORPORATION 6804 SOUTH CANTON AVENUE, SUITE 150 TULSA, OK 74136	X	X	CEO and Director

Signatures
/s/ Victor F. Keen		3/13/2015
^** 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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