Edgar Filing: MOBILEPRO CORP

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 ^*

MARTIN TAMMY L

2. Issuer Name and Ticker or Trading Symbol
MOBILEPRO CORP [MOBL]

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

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

(Last)

(First)

(Middle)

MOBILEPRO CORP, 6701 DEMOCRACY BLVD SUITE 202

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2007

(Street)

BETHESDA, MD 20817

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
Common Stock								0	D

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

Warrant

$ 0.0075

08/27/2007

J⁽¹⁾

3,000,000

⁽²⁾⁽³⁾

08/27/2017

Common Stock

3,000,000

$ 0.0075

1,895,833

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARTIN TAMMY L MOBILEPRO CORP 6701 DEMOCRACY BLVD SUITE 202 BETHESDA, MD 20817			Chief Administrative Officer

Signatures

/s/ Tammy L. Martin		08/29/2007
^**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)	Awarded to Tammy L. Martin by the Issuer's Compensation Committee in recognition of staying with the Issuer during its sale of its assets and without the protection of a written employment agreement.
(2)	Shares of the Issuer's common stock, par value $0.001 per share ("Warrant Stock"), to vest at the earlier of June 30, 2008 or should her employment with the Issuer be terminated without cause, including as a result of a merger or acquisition resulting in a change of control, meaning (i) the acquisition (other than from the Issuer in one or more transactions by any Person, as defined, of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding shares of the securities of the Issuer, or (B) the combined voting power of the then outstanding securities of the Issuer entitled to vote generally in the election of directors (the "Issuer Voting Stock"); (ii) the closing of a sale or other conveyance of all or substantially all of the assets of the Issuer; or
(3)	(iii) the effective time of any merger, share exchange, consolidation, or other business combination of the Issuer if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Issuer Voting Stock; provided, however, that a Change of Control shall not include a public offering of capital stock of the Issuer. A "Person" means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than: employee benefit plans sponsored or maintained by the Issuer and corporations controlled by the Issuer.
Remarks: Post transaction holdings: Stock 0 , Warrants 5,000,000

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