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 *

MCMAHON BRIAN P 		2. Issuer Name and Ticker or Trading Symbol

FTE Networks, Inc. [ FTNW ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Control Person
(Last)          (First)          (Middle)

101 HORSEHOE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/13/2018
(Street)

MILLNECK, NY 11765
(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)
Code V Amount (A) or (D) Price
Common Stock   9/13/2018     C    178000   A   (4) 713026   D    
Series H Preferred Stock   7/2/2019     J    67   A   (3) 67   D    

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
Series A Preferred Stock   $0.62   7/2/2019     J      1351   (1)        (2)   (2) Common Stock   2179032     (1) 1351   D    
Series A-1 Preferred Stock   $0.62   7/2/2019     J      197   (1)        (2)   (2) Common Stock   317742     (1) 197   D    
Series A Preferred Stock   $0.62   7/2/2019     J         1351      (2)   (2) Common Stock   2179032     (3) 0   D    
Series A-1 Preferred Stock   $0.62   7/2/2019     J         197      (2)   (2) Common Stock   317742     (3) 0   D    
Series G Convertible Preferred Stock     (4) 9/13/2018     J         1780    4/4/2018     (5) Common Stock   178000     (4) 0   D    

Explanation of Responses:
(1)  On July 2, 2019, the Reporting Person was issued 1,351 shares of Series A Preferred Stock and 197 shares of Series A-1 Preferred Stock as partial consideration for restructuring certain of the Reporting Person's promissory notes in connection with the Issuer's debt restructuring.
(2)  The Series A Preferred Stock and Series A-1 Preferred Stock are perpetual and can be converted into shares of the Issuer's Common Stock any time at the holder's option.
(3)  On July 2, 2019, the Reporting Person exchanged 1,351 shares of Series A Preferred Stock and 197 shares of Series A-1 Preferred Stock for 33 shares of Series H Preferred Stock, in connection with the Issuer's debt restructuring.
(4)  The Reporting Person's Series G Convertible Preferred Stock was converted into shares of Common Stock for no consideration.
(5)  Each share of Series G Convertible Preferred Stock is convertible into 100 shares of Common Stock commencing on April 3, 2018 and has no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCMAHON BRIAN P
101 HORSEHOE ROAD
MILLNECK, NY 11765


Control Person

Signatures
/s/ Brian McMahon 7/3/2019
** 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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