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 *

EMARD ABRAHAM RICHARD 		2. Issuer Name and Ticker or Trading Symbol

Sunworks, Inc. [ SUNW ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O SUNWORKS, INC., 1010 WINDING CREEK ROAD, SUITE 100 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/14/2016
(Street)

ROSEVILLE, CA 95678
(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
Restricted Shares   3/14/2016     J (1)    92308   A   (1) 802642   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
Option to Purchase Common Stock   $2.68   4/13/2016     A      60000         (2) 4/13/2021   Common Stock   60000   $0   60000   D    

Explanation of Responses:
( 1)  On October 1, 2014, the Issuer entered into that certain Restricted Stock Agreement with the Reporting Person pursuant to which the Reporting Person received a grant of 7,200,000 restricted shares of the Issuer. As a result of the Issuer achieving certain operating results in fiscal year 2015, the Reporting Person was issued 92,308 restricted shares of the Issuer.
( 2)  On March 28, 2016, the Board of Directors of the Issuer adopted the Issuer's 2016 Equity Incentive Plan ("Equity Incentive Plan"), subject to shareholder approval. On April 13, 2016, the Reporting Person was granted a five-year option to purchase 60,000 shares of the Issuer's common stock ("Common Stock") at an exercise price of $2.68 per share pursuant to the Equity Incentive Plan. The option shall vest in 1/3 increments over a three year period commencing on the date the Issuer receives shareholder approval of the Equity Incentive Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EMARD ABRAHAM RICHARD
C/O SUNWORKS, INC.
1010 WINDING CREEK ROAD, SUITE 100
ROSEVILLE, CA 95678 		X
Chief Operating Officer

Signatures
/s/ Abraham Emard 4/15/2016
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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