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
[ ] 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 *

WIT CORNELIS F

2. Issuer Name and Ticker or Trading Symbol

OMNICOMM SYSTEMS INC [OMCM]

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

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer

(Last)          (First)          (Middle)

2101 W. COMMERCIAL BLVD.,  SUITE 3500

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2016 
(Street)

FORT LAUDERDALE, FL 33309

(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)
Amount (A) or (D) Price
Common Stock   8/16/2016     P   (1) 80000   A $0.15   183334   (1) (2) D    
Common Stock                 49724716   (1) (2) I   Trust   (1) (2)

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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant   $0.25   2/29/2016     A   (3) $450000       2/29/2016   4/1/2019   Common Stock   1800000   $0.25   $450000   D    

Explanation of Responses:
( 1)  This transaction was originally reported on Form 4 filed by the Reporting Person on 8-18-16. The Transaction Code was incorrectly reported on the Form 4 and is hereby amended to reflect the correct Transaction Code. This Form 5 also corrects the end of period ownership of the Reporting Person as reported on such Form 4 by also reflecting the Reporting Person's contribution to the Cornelis F. Wit Revocable Living Trust Dated October 15, 2009 as Amended and Restated on June 11, 2015 (the "Trust"), on 1-21-2016, of 49,644,716 shares that had previously been acquired directly by the Reporting Person. The Trust is a revocable trust established by the Reporting Person as grantor with respect to which the Reporting Person is the sole trustee, and the Reporting Person, his spouse and children are beneficiaries, and, as a result, the Reporting Person may be deemed to have retained beneficial ownership of such shares.
( 2)  The contribution of such shares to the Trust was a change in form of beneficial ownership that was exempt from Section 16 by reason of Rule 16a-13; but should have been reflected in the amount of securities beneficially owned following reported transaction totals reported on the Form 4 filed 8-18-16. The end of the year totals in this Form 5 also reflect the Reporting Person's contribution to the Trust, on September 6, 2016, of the 80,000 shares acquired on 8-18-16. This contribution of shares to the Trust was also a change in form of beneficial ownership that was exempt from Section 16 by reason of Rule 16a-13.
( 3)  This transaction was originally reported on Form 4 filed by the Reporting Person on 3-2-2016. The Transaction Code was incorrectly reported on the Form 4 and is hereby amended to reflect the correct Transaction Code.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WIT CORNELIS F
2101 W. COMMERCIAL BLVD.
SUITE 3500
FORT LAUDERDALE, FL 33309 		X X Chief Executive Officer

Signatures
/s/ Cornelis F. Wit 2/13/2017
** 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.