FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
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 *

Giampietro Linda

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/23/2016 

3. Issuer Name and Ticker or Trading Symbol

NaturalNano, Inc. [NNAN]

(Last)        (First)        (Middle)

558 E CASTLE PINES PARKWAY, UNIT B4-111

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

CASTLE ROCK, CO 80108       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Preferred Stock   6/23/2016     (2) Common Stock   18440500   (1) $0   (1) I   See footnote   (1)

Explanation of Responses:
( 1)  Omni Ventures, Inc., a New York Corporation is the holder of 9,500 shares of the Series E Preferred Stock. Each share of Series E Preferred Stock is convertible into shares of Common Stock according to a formula, which currently is based on the actual issued and outstanding shares as of the date of conversion (subject to certain adjustments). As applied to the current outstanding shares as of June 23, 2016, each share of Series E Preferred Stock would convert into approximately 1,940 shares of Common Stock. As the outstanding shares increase (other than by reason of the conversion of any Series E Preferred shares), that number will increase. If Reporting Person were to convert all 9,500 shares of Series E Preferred Stock on that date, approximately 18,440,500 shares would have been issuable to Reporting Person; such number of shares represents approximately 86.4% of the total outstanding after such conversion. The 9,500 shares have the right to vote on an "as if converted" basis in the aggregate amount equal to 31.666% of the then outstanding shares of common stock of the Company. Linda Giampietro is the sole beneficial owner of all the interests in Omni Ventures, Inc. and disclaims beneficial ownership of the securities held by any other person.
( 2)  None.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Giampietro Linda
558 E CASTLE PINES PARKWAY
UNIT B4-111
CASTLE ROCK, CO 80108

X


Signatures
/s/ Linda Giampietro 7/25/2016
** 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 5(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.