FALC FalconStor Software Inc (PK)

# Includes 1,258 shares owned directly by spouse.

* Includes 895,101 Shares directly owned by spouse.

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 957,257 Shares owned directly by Woodland Partners is approximately $1,868,407, including brokerage commissions. The Shares owned directly by Woodland Partners were acquired with its working capital.

The aggregate purchase price of the 895,101 Shares owned directly by Mr. Rubenstein, including 54,101 Shares of fully vested restricted stock, awarded to Mr. Rubenstein as compensation for his service on the Board of Directors of the Issuer, is approximately $1,191,628, including brokerage commissions. The Shares owned directly by Mr. Rubenstein were acquired with personal funds.

The aggregate purchase price of the 100,000 Shares held jointly by Mr. and Ms. Rubenstein is approximately $220,515, including brokerage commissions. The Shares owned jointly by Mr. and Ms. Rubenstein were acquired with personal funds.

The 1,258 Shares owned directly by Ms. Rubenstein were distributed to her from Brookwood as part of a pro rata distribution.

The aggregate purchase price of the 187,900 Shares owned directly by Brookwood is approximately $246,718, including brokerage commissions. The Shares owned directly by Brookwood were acquired with its working capital.

Items 5(a) - (c) and (e) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each Reporting Person is based upon 44,509,390 Shares outstanding as of July 17, 2017, as reported in the Issuer’s Preliminary Proxy Statement filed with the Securities and Exchange Commission on July 17, 2017.

As of the close of business on July 24, 2017, Woodland Partners directly owned 957,257 Shares, constituting approximately 2.2% of the Shares outstanding. By virtue of its relationship with Woodland Partners discussed in further detail in Item 2 of Amendment No. 1 to the Schedule 13D, each of Mr. and Ms. Rubenstein may be deemed to beneficially own the Shares directly owned by Woodland Partners.

As of the close of business on July 24, 2017, Mr. Rubenstein directly owned 995,101 Shares, including 100,000 Shares held jointly by Mr. Rubenstein and his wife, Ms. Rubenstein, constituting approximately 2.2% of the Shares outstanding. By virtue of being Mr. Rubenstein’s spouse, Ms. Rubenstein may be deemed to beneficially own the Shares directly owned by Mr. Rubenstein.

As of the close of business on July 24, 2017, Ms. Rubenstein directly owned 101,258 Shares, including 100,000 Shares held jointly by Ms. Rubenstein and her husband, Mr. Rubenstein, constituting less than 1.0% of the Shares outstanding. By virtue of being Ms. Rubenstein’s husband, Mr. Rubenstein may be deemed to beneficially own the Shares directly owned by Ms. Rubenstein.

As of the close of business on July 24, 2017, Woodland Fund does not beneficially own any Shares.

As of the close of business on July 24, 2017, Seneca does not beneficially own any shares.

As of the close of business on July 24, 2017, Brookwood directly owned 187,900 Shares, constituting less than 1.0% of the Shares outstanding. By virtue of its relationship with Brookwood discussed in further detail in Item 2 of Amendment No. 1 to the Schedule 13D, each of Mr. and Ms. Rubenstein may be deemed to beneficially own the Shares directly owned by Brookwood.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

(b)       Woodland Partners and Mr. and Ms. Rubenstein share the power to vote and dispose of the Shares directly owned by Woodland Partners. Mr. Rubenstein has the sole power to vote and dispose of the Shares he directly owns. Ms. Rubenstein has the sole power to vote and dispose of the Shares she directly owns. Woodland Fund, Woodland Services and Mr. and Ms. Rubenstein share the power to vote and dispose of the Shares directly owned by Woodland Fund. Seneca, Woodland Services and Mr. and Ms. Rubenstein share the power to vote and dispose of the Shares directly owned by Seneca. Brookwood and Mr. and Ms. Rubenstein share the power to vote and dispose of the Shares directly owned by Brookwood.

(c)       The transactions in the Shares during the past sixty days by the Reporting Persons are set forth in Schedule A and are incorporated herein by reference.

(e)       As of the close of business on July 21, 2017, the Reporting Persons do not beneficially own Shares in excess of 5.0% of the Shares outstanding.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

WOODLAND VENTURE FUND

SENECA VENTURES