Edgar Filing: Net Element, Inc.

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Arco Group LLC

2. Issuer Name and Ticker or Trading Symbol
Net Element, Inc. [NETE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

CITY VIEW PLAZA 2, SUITE 6000, 48 ROAD 165

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2014

(Street)

GUAYNABO, PR 00968-8060

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/15/2014		S		100,000	D	$ 4.8268	1,055,520 ⁽¹⁾ ⁽²⁾	D ⁽³⁾
Common Stock	09/15/2014		S		100,000	D	$ 4.3605	955,520 ⁽¹⁾ ⁽²⁾	D ⁽³⁾
Common Stock	09/15/2014		S		50,000	D	$ 4.153	905,520 ⁽¹⁾ ⁽²⁾	D ⁽³⁾
Common Stock	09/15/2014		S		100,000	D	$ 4.031	805,520 ⁽¹⁾ ⁽²⁾	D ⁽³⁾
Common Stock	09/15/2014		S		52,352	D	$ 4.0234	753,168 ⁽¹⁾ ⁽²⁾	D ⁽³⁾
Common Stock	09/15/2014		S		100,000	D	$ 4	653,168 ⁽¹⁾ ⁽²⁾	D ⁽³⁾
Common Stock	09/15/2014		S		50,000	D	$ 3.7164	603,168 ⁽¹⁾ ⁽²⁾	D ⁽³⁾
Common Stock	09/15/2014		S		25,000	D	$ 3.6654	578,168 ⁽¹⁾ ⁽²⁾	D ⁽³⁾
Common Stock	09/15/2014		S		250,000	D	$ 3.0006	328,168 ⁽¹⁾ ⁽²⁾	D ⁽³⁾
Common Stock	09/17/2014		S		50,000	D	$ 3.6406	278,168 ⁽¹⁾ ⁽²⁾	D ⁽³⁾
Common Stock	09/17/2014		S		102,648	D	$ 3.2657	175,520 ⁽¹⁾ ⁽²⁾	D ⁽³⁾
Common Stock	09/17/2014		S		170,000	D	$ 2.9148	5,520 ⁽¹⁾ ⁽²⁾	D ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants

$ 7.5

04/01/2013

10/02/2017

Common Stock

3,714,000

3,714,000 ⁽⁴⁾ ⁽⁵⁾

D ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Arco Group LLC CITY VIEW PLAZA 2, SUITE 6000 48 ROAD 165 GUAYNABO, PR 00968-8060		X
Piovanetti Francesco CITY VIEW PLAZA 2, SUITE 6000 48 ROAD 165 GUAYNABO, PR 00968-8060		X

Signatures

Arco Group LLC		09/17/2014
^**Signature of Reporting Person		Date
Francesco Piovanetti		09/17/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Mr. Piovanetti is the ultimate beneficial owner of 5,520 shares of common stock, par value $0.0001 per share, of the Issuer (the "Shares"), consisting of: (i) 4,600 Shares held by Bond Street Management LLC ("BSM"); and (ii) 920 Shares held by Arco International Group LLC ("AIG"). Mr. Piovanetti owns one third of the outstanding equity interest in BSM And has voting control, investment discretion and dispositive power over the Shares held by BSM. Mr. Piovanetti is the ultimate beneficiary of AIG and has voting control, investment discretion and dispositive power over the Shares held by AIG.
(2)	Each of Arco Group LLC ("Arco Group"), Mr. Piovanetti, BSM and AIG disclaim beneficial ownership of these Shares except to the extent of their respective pecuniary interest therein.
(3)	Mr. Piovanetti has a majority, controlling interest in Arco Group and, consequently, Mr. Piovanetti has investment discretion and dispositive power over the Shares held by Arco Group. Thus, Mr. Piovanetti is considered an indirect owner of said Shares.
(4)	Mr. Piovanetti is the ultimate beneficiary of 3,714,000 warrants of the Issuer with an exercise price of $7.50 per share and an expiration date of October 2, 2017 (the "Warrants"), which are held by Arco Group. Thus, Mr. Piovanetti is considered an indirect owner of said Warrants.
(5)	Each of Arco Group and Mr. Piovanetti disclaim beneficial ownership of these Warrants except to the extent of their respective pecuniary interest therein.
Remarks: As a result of the transactions described herein, Arco Group and Mr. Piovanetti ceased to have a beneficial ownership (as determined under Section 13(d) of the Exchange Act) of greater than 10% of the Common Stock and henceforth are no longer subject to Section 16.

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