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 *

PESSIN DIANA S

2. Issuer Name and Ticker or Trading Symbol

ICTV Brands Inc. [ICTV]

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

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See Explanation of Responses

(Last)          (First)          (Middle)

310 EAST 75TH STREET,  APT 2A

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

NEW YORK, NY 10021

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form Filed by One Reporting Person
_ X _ 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   (1)               5000   D   (2)  
Common Stock   (1)               52200   I   Through IRA   (2)
Common Stock   (1) 1/23/2017     P   882353   (3) A $0.34   1989651   I   By: Brian L. Pessin   (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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  This Form 5 is filed jointly by Diana S. Pessin and Brian L. Pessin (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group, along with Norman H. Pessin and Sandra F. Pessin, that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his or her pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose.
( 2)  Brian L. Pessin expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 3)  These shares were purchased on January 23, 2017 pursuant to a Securities Purchase Agreement with the Issuer and the other investors named therein (including Brian L. Pessin) entered into on October 4, 2016.
( 4)  Shares beneficially owned by Brian L. Pessin, Diana S. Pessin's spouse, which include 73,458 shares which are held in trust for the benefit of his minor children, which trust Brian L. Pessin controls, and 94,300 shares which are controlled by Brian L. Pessin but held for the benefit of his minor children. Diana S. Pessin expressly disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PESSIN DIANA S
310 EAST 75TH STREET
APT 2A
NEW YORK, NY 10021 		X

See Explanation of Responses
Pessin Brian L.
310 EAST 75TH STREET
APT. 2A
NEW YORK, NY 10021


See Explanation of Responses

Signatures
/s/ Diana S. Pessin 2/13/2017
** Signature of Reporting Person Date

/s/ Brian L. Pessin 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.