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 *

WADE RICHARD S 		2. Issuer Name and Ticker or Trading Symbol

VERTICAL COMPUTER SYSTEMS INC [ VCSY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

101 WEST RENNER ROAD, SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/25/2015
(Street)

RICHARDSON, TX 75082
(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   3/25/2015     A    2809983   A $0.00   78350190   D    

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

Explanation of Responses:

Remarks:
On March 25, 2015, pursuant to two indemnity and reimbursement agreements executed between MRC and Vertical Computer Systems, (the "Company"), the Company issued a total of 2,809,983 shares of our common stock to reimburse MRC. Of these shares, the Company was obligated to reimburse MRC with, 1,309,983 shares of common stock had been pledged by MRC and sold by a third party lender in 2009 in connection with a $96,946 promissory note, 500,000 shares of common stock had been wrongfully converted by the same lender in 2014, and 1,000,000 shares of common stock had been transferred to another third party lender in October 2013 on the Company's behalf for a $100,000 loan made by the lender to the Company. Because the shares granted to MRC were replacement shares of the Company's common stock for MRC had transferred on behalf of the Company, there is no purchase price. The aggregate value of the shares MRC had pledged that were sold and shares that transferred on behalf of the Company was $113,999 which is based on the derivative liability the Company had accrued on the date the Company reimbursed MRC with the 2,809,983 shares. MRC has assigned its claim against the third party lender for the lender's wrongful conversion of 500,000 common shares to the Company and we are pursuing the claim in the third party lender's bankruptcy proceeding. Richard Wade, the President and CEO of the Company, directly owns 3,417,647 shares of the Company's common stock and beneficially owns 74,932,543 shares of the Company's common stock through Mountain Reservoir Corporation ("MRC") for a total of 78,350,190 shares of the Company's common stock at the filing date of this Report. MRC is controlled by the W5 Family Trust. Richard Wade, the President and CEO of the Company, is the trustee of the W5 Family Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WADE RICHARD S
101 WEST RENNER ROAD
SUITE 300
RICHARDSON, TX 75082 		X
President/CEO

Signatures
/s/ Richard S. Wade 4/14/2015
** 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).
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