FALC FalconStor Software Inc (PK)

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 * Rudolph Barry	2. Issuer Name and Ticker or Trading Symbol FALCONSTOR SOFTWARE INC [ FALC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O FALCONSTOR SOFTWARE, INC., 701 BRAZOS STREET, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 9/30/2020
(Street) AUSTIN, TX 78701 (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	9/30/2020		A		73600 (1)	A	$0	117758 (2)	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

Explanation of Responses:
(1)	The restricted shares vest as follows: 2.5% of the shares shall vest on the first anniversary of the grant date of September 30, 2020 (the "Grant Date"); 2.5% of the shares shall vest on the second anniversary of the Grant Date; 2.5% of the shares shall vest on the third anniversary of the Grant Date; 2.5% of the shares will vest on the fourth anniversary of the Grant Date; 45% of the shares shall vest upon preferred investors receiving cash proceeds in return on their invested capital in the Issuer; and 45% of the shares shall vest upon a change of control of the Issuer.
(2)	Amount adjusted to reflect 100-for-1 reverse stock split effected by the Issuer in August 2019 as well as certain other adjustments.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Rudolph Barry C/O FALCONSTOR SOFTWARE, INC. 701 BRAZOS STREET, SUITE 400 AUSTIN, TX 78701	X

Signatures
/s/ Barry Rudolph		10/12/2020
**Signature of Reporting Person		Date