FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
YANIV ZVI

(Last)(First)(Middle)
3006 LONGHORN BLVD., SUITE 107

(Street)
AUSTIN,TX78758

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Applied Nanotech Holdings, Inc [APNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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. 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)
CodeVAmount(A) or (D)Price
Common Stock         160,000 D  

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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option-Rt to Buy (1)        (1) (1) Common Stock 860,000   860,600 D  
Stock Option-Rt to Buy $ 0.33        (2)03/08/2020 Common Stock 200,000   1,060,600 D  
Stock Option-Rt to Buy $ 0.34 02/02/2012 A  12,500   (3)02/02/2022 Common Stock 12,500 $ 0 1,073,100 D  
8% Convertible Note Payable $ 0.25        (4)09/01/2012 Common Stock 299,867   299,867 D  
Explanation of Responses:
1. Exercisable currently, at various prices from $0.33 to $2.73, expiring at various dates through 2021.
2. Granted March 2010 and vesting quarterly over a 24 month period. 175,000 of the 200,000 are currently exercisable.
3. Currently exercisable.
4. 30 month note bearing interest at 8% per year and convertible into common stock at a rate of $0.25 per share at any time.
Donald T. Locke, as Attorney-in-Fact02/02/2012
** Signature of Reporting PersonDate
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).
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