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 *

LEUNG CHI WAH
2. Issuer Name and Ticker or Trading Symbol

NETWORK CN INC [ NWCN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

FLAT 2B, OLYMPAIN MANSION, 9 CONDUIT ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

8/28/2015
(Street)

MID-LEVEL, K3 00000
(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 $0.001 par value                  2028967   (1) I   (1) See Footnote   (1)
Stock grant   (3) 8/30/2013   (3)   A    8000   (3) A $0   8000   (3) D    
Stock grant   (4) 2/23/2015   (4)   A    13333   (4) A $0   13333   (4) D    
Stock grant   (5) 8/28/2015   (5)   A    13333   (5) A $0   13333   (5) 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
Stock Option (right to buy)   $0.99   7/1/2009   (2)   J      0       4/2/2009   1/1/2018   Common Stock   2020202   $0.99   2020202   I   Held by Keywin Holdings Ltd.  

Explanation of Responses:
(1)  Total of the 2,028,967 shares held by the reporting person, 1,609,460 are held by Keywin Holdings Ltd. and 419,507 shares are held directly by the reporting person.
(2)  On December 12, 2014, the Issuer extended the expiration date of the Stock Option to January 1, 2016. On December 31, 2015, the Issuer further extended the expiration date of the Stock Option to January 1, 2018.
(3)  On August 30, 2013, the reporting person received an aggregate award of 8,000 shares of the Issuer's common stock, as consideration for services rendered as a director, between July 1, 2014 and June 30, 2014, so long as the reporting person continues in his role as a director of the Issuer on June 30, 2014, the scheduled vesting date. The shares are not issued.
(4)  On February 23, 2015, the reporting person received an aggregate award of 13,333 shares of the Issuer's common stock, as consideration for services rendered as a director, between July 1, 2014 and June 30, 2015, so long as the reporting person continues in his role as a director of the Issuer on June 30, 2015, the scheduled vesting date. The shares are not issued.
(5)  On August 28, 2015, the reporting person received an aggregate award of 13,333 shares of the Issuer's common stock, as consideration for services rendered as a director, between August 28, 2015 and June 30, 2016, so long as the reporting person continues in his role as a director of the Issuer on June 30, 2016, the scheduled vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LEUNG CHI WAH
FLAT 2B, OLYMPAIN MANSION
9 CONDUIT ROAD
MID-LEVEL, K3 00000
X X Chief Executive Officer

Signatures
/s/ Chi Wah Leung 4/13/2017
** 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.
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