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 *

GIDWITZ JAMES G
2. Issuer Name and Ticker or Trading Symbol

CONTINENTAL MATERIALS CORP [ CUO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

440 S. LASALLE STREET, SUITE 3100
3. Date of Earliest Transaction (MM/DD/YYYY)

3/8/2017
(Street)

CHICAGO, IL 60605
(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)
Code V Amount (A) or (D) Price
Common Stock                  126208   I   See footnote   (1)
Common Stock                  4500   I   See footnote   (7)
Common stock                  30577   I   See footnote   (6)
Common stock                  66002   D   (5)  
Common stock   3/8/2017     A    1500   (8) A $27.2   (8) 18002   D   (3)  
Common stock   3/8/2017     A    1500   (8) A $27.2   (8) 18002   D   (4)  
Common stock   3/8/2017     A    1500   (8) A $27.20   (8) 18002   D   (2)  
Common Stock                  727126   I   See footnote   (1)

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:
( 1)  The Reporting Persons are partners of a general partnership that is the record owner of the shares of the Issuer's Common Stock reported herein. In that capacity, each of the Reporting Persons is deemed to be the beneficial owner of such Common Stock for Section 16 purposes. Each of the Reporting Persons disclaims beneficial ownership of such Common Stock except to the extent of his or her beneficial interest in such partnership. Reported shares purchased may represent more than one transaction.
( 2)  Shares held of record by, and beneficially owned by, Reporting Person Betsy R. Gidwitz.
( 3)  Shares held of record by, and beneficially owned by, Reporting Person Ralph W. Gidwitz.
( 4)  Shares held of record by, and beneficially owned by, Reporting Person Ronald J. Gidwitz.
( 5)  Shares held of record by, and beneficially owned by, Reporting Person James G. Gidwitz.
( 6)  Shares owned by James G. Gidwitz through Issuer's 401(K) Plan.
( 7)  Shares purchased in a Trust for which the reporting person, James G. Gidwitz, has uncompensated investment authority but disclaims beneficial ownership of these shares except to the extent of his position as Trustee and investment advisor.
( 8)  Grant of 1,500 shares as compensation for service as a Director for the year 2017 under the 2010 Non-Employee Director Stock Plan pursuant to 16b-3(d).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GIDWITZ JAMES G
440 S. LASALLE STREET
SUITE 3100
CHICAGO, IL 60605
X X Chairman of the Board
GIDWITZ BETSY R
440 S. LASALLE STREET
SUITE 3100
CHICAGO, IL 60605
X X

GIDWITZ RALPH W
440 S. LASALLE STREET
SUITE 3100
CHICAGO, IL 60605
X X

GIDWITZ RONALD J
440 S. LASALLE STREET
SUITE 3100
CHICAGO, IL 60605
X X


Signatures
James G. Gidwitz 3/10/2017
** Signature of Reporting Person Date

Betsy R. Gidwitz 3/10/2017
** Signature of Reporting Person Date

Ralph W. Gidwitz 3/10/2017
** Signature of Reporting Person Date

Ronald J. Gidwitz 3/10/2017
** 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.
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