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 * CONSTANTINO CHARLES A   2. Issuer Name and Ticker or Trading Symbol VERAMARK TECHNOLOGIES INC [VERA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) VERAMARK TECHNOLOGIES, INC., 1565 JEFFERSON ROAD, SUITE 120 3. Date of Earliest Transaction (Month/Day/Year) 07/16/2013 (Street) ROCHESTER, NY 14623 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 VERA Common Stock 07/16/2013   U(1)   15,000 (1) D $ 1.18 0 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
VERA Option Right to Purchase	$ 0.52	07/22/2013		D(2)			15,000 (2)	(2)	(2)	VERA Common Stock	15,000 (2)	(2)	0	D
VERA Option Right to Purchase	$ 0.61	07/22/2013		D(2)			2,500 (2)	(2)	(2)	VERA Common Stock	2,500 (2)	(2)	0	D
VERA Option Right to Purchase	$ 0.4	07/22/2013		D(2)			2,500 (2)	(3)	(3)	VERA Common Stock	2,500 (3)	(3)	0	D
VERA Option Right to Purchase	$ 1.53	07/22/2013		D(3)			10,000 (3)	(3)	(3)	VERA Common Stock	10,000 (3)	(3)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CONSTANTINO CHARLES A VERAMARK TECHNOLOGIES, INC. 1565 JEFFERSON ROAD, SUITE 120 ROCHESTER, NY 14623	X

Signatures

/s/ Paul Opela, Attorney-in-fact for Charles A. Constantino		07/25/2013
**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)	On 6/11/13, Veramark Technologies, Inc. (the "Company"), Hubspoke Holdings, Inc. ("Hubspoke") and TEM Holdings, Inc., a wholly-owned subsidiary of Hubspoke ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for a cash tender offer to acquire all of the outstanding shares of common stock of the Company for $1.18 per share, to be followed by a merger of Merger Sub with and into the Company, with the Company to continue as the survivng corporation. These shares were accepted in connection with the tender offer on 7/16/13.
(2)	Pursuant to the terms of the Merger Agreement, as of the effective time of the merger (7/22/13), this option was cancelled and Mr. Constantino became entitled to receive a cash payment in an amount equal to the difference between $1.18 and the exercise price per share under the option multiplied by the number of shares covered by the option.
(3)	Mr. Constantino is not entitled to receive any cash payment upon the cancellation of this option as the exercise price per share exceeds $1.18.

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