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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(Print or Type Responses)

1. Name and Address of Reporting Person * Zyman Sergio   2. Issuer Name and Ticker or Trading Symbol Upstream Worldwide, Inc. [UPST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 100 SOUTH POINTE DRIVE, NUMBER 2905 3. Date of Earliest Transaction (Month/Day/Year) 06/08/2012 (Street) MIAMI, FL 33139 4. If Amendment, Date Original Filed(Month/Day/Year) 02/06/2012 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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) Code V Amount (A) or (D) Price Common Stock 06/08/2012   C   2,500,000 A (1) 2,500,000 I By Sergio Zyman & Co.

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

(1)

06/08/2012

C

500,000

(1)

(1)

Common Stock

2,500,000

(1)

0

I

By Sergio Zyman & Co.

Restricted Stock Units (2)

(3)

06/08/2012

A

2,500,000

(3)

(3)

Common Stock

2,500,000

(2)

2,500,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Zyman Sergio 100 SOUTH POINTE DRIVE NUMBER 2905 MIAMI, FL 33139	X		Executive Chairman

Signatures

/s/ Sergio Zyman		06/18/2012
**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)	Each share of Series A automatically converted into five shares of the issuer's common stock when the issuer effectuated a reverse stock split (which occurred on June 8, 2012). The Series A expired at the time of conversion. The Series A were purchased in issuer's private placement offering for $500,000.
(2)	These securities were inadvertently included on the reporting person's prior ownership reports as shares of common stock. The issuer's board of directors issued the reporting person restricted stock units in connection with the reporting person's appointment as a director, contingent upon the issuer effectuating the reverse stock split. The only shares of common stock held by the reporting person are reported on the first line of Table I.
(3)	Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. The restricted stock units vest in 24 equal monthly increments beginning July 8, 2012.
Remarks: Exhibit 24 - Power of Attorney

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