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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Westerman Howard G JR
2. Issuer Name and Ticker or Trading Symbol

PEN INC. [ PENC ]
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)

701 BRICKELL AVE, SUITE 1550
3. Date of Earliest Transaction (MM/DD/YYYY)

10/16/2018
(Street)

MIAMI, FL 33131
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock   10/16/2018     J    4000   A $0.50   43889   D   (1)  
Class A Common Stock   10/16/2018     P    33898   A $0.50   77787   I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Option   $1.00   10/16/2018     P      33898       10/6/2018   6/30/2019   Class A common stock   33898   $0.03   34957   I   See Footnote   (2)
Warrant   $1.5   10/16/2018     P      33898       10/16/2018   10/16/2022   (3) Class A common stock   33898   $0.03   68855   I   See Footnote   (2)
Warrant Option   $2.00   10/16/2018     P      33898         (4)   (4) Class A common stock   33898   $0.03   102753   I   See Footnote   (2)

Explanation of Responses:
(1)  Shares acquired directly were awarded as compensation for service as a director of PEN Inc.
(2)  Shares acquired indirectly and derivative securities acquired were purchased by a family investment entity that purchased an interest in an entity that acquired the issuer's securities in a private placement. Reporting person has voting control over the family investment entity but reporting person disclaims beneficial ownership of the securities held by the partnership for which he does not have pecuniary interest and this filing should not be construed as an admission that the reporting person is the beneficial owner of these securities.
(3)  Warrant will expire on the earlier of this date or the date that the Class A common stock has been trading at or above 120% of the exercise price for a period of 90 days.
(4)  Warrant Option is priced at $0.03 per warrant and can only be purchased after exercise of Option and only for that number of shares purchased as a result of option exercise. If exercised, warrant issued on exercise of Warrant Option will have warrant exercise price of $2.00 per share and will expire on the earlier of 4 days from date of issue or date that the Class A common stock has been trading at or above 120% of the exercise price for a period of 90 days.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Westerman Howard G JR
701 BRICKELL AVE, SUITE 1550
MIAMI, FL 33131
X



Signatures
/s/ Howard G Westerman 10/18/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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