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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Firer Oleg
   2. Issuer Name and Ticker or Trading Symbol
Net Element, Inc. [NETE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
C/O NET ELEMENT, INC., 3363 NE 163RD ST., SUITE 705		 3. Date of Earliest Transaction (Month/Day/Year)
09/11/2015
(Street)

NORTH MIAMI BEACH, FL 33160		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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
Restricted Shares of Common Stock 09/11/2015   J(1)   2,142,857 A $ 0.14 2,142,857 I By: Star Equities, LLC (2)
Restricted Shares of Common Stock               3,180,655 D  

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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
Restricted Options of Common Stock $ 0.22 (3) 09/11/2015   J   2,142,857   09/11/2015 09/11/2020 Restricted Shares of Common Stock 2,142,857 $ 0.22 (3) 2,142,857 I By: Star Equities, LLC (2)
Incentive Stock Options $ 1.34               (4) 12/10/2014 Common Stock 200,000   200,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Firer Oleg
C/O NET ELEMENT, INC.
3363 NE 163RD ST., SUITE 705
NORTH MIAMI BEACH, FL 33160		   X     CEO  

Signatures

 /s/ Oleg Firer, Managing Member of Star Equities, LLC   09/15/2015
**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) Net Element, Inc. issued 2,142,857 restricted shares of common stock to Star Equities, LLC pursuant to the terms of that certain Letter Agreement, dated as of September 11, 2015 (the "Letter Agreement"), with respect to equity funding of Net Element, Inc. by Star Equities, LLC and certain other investors parties thereto.
(2) Oleg Firer is a managing member of Star Equities, LLC. Mr. Firer disclaims beneficial ownership of the securities held by Star Equities, LLC except to the extent of his pecuniary interest in such securities.
(3) Option exercise price per share. Options are issued pursuant to the terms of the Letter Agreement.
(4) The incentive stock options to purchase 200,000 shares of common stock at an exercise price of $1.34 per share, as described under the Company's 2013 Equity Compensation Plan, are subject to vesting quarterly, starting January 1, 2015.

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