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 *

Berman Tom J.
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
__X__ Officer (give title below)    _____ Other (specify below)
President
(Last)          (First)          (Middle)

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

1/31/2019
(Street)

MIAMI, FL 33131
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
(City)        (State)        (Zip)
 

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 1/31/2019  P  47,120 A$0.4 47,120 I See footnote (1)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant $1.5 1/31/2019  P   47,120    1/31/2019  (2)Class A common stock 47,120 $0.03 47,120 I See note (1)
Options $1 1/31/2019  P   29,615    1/31/2019 6/30/2019 Class A common stock 29,615 $0.03 29,615 I See note (1)
Warrant Options $0.03 1/31/2019  P   29,615    1/31/2019  (3)Class A common stock 29,615 $0.03 29,615 I See note (1)

Explanation of Responses:
(1) Shares acquired indirectly and derivative securities acquired indirectly were purchased indirectly through the purchase of an interest in an investing entity that acquired the issuer's securities in a private placement. Reporting person shares voting control over the securities held by the investing entity but reporting person disclaims beneficial ownership of the securities held by the entity 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.
(2) Some warrants will expire on the earlier of October 16, 2022 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, the rest will expire on the earlier of 1/31/2023 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.
(3) Warrant Option 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 October 16, 2022 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
Director10% OwnerOfficerOther
Berman Tom J.
701 BRICKELL AVENUE, SUITE 1550
MIAMI, FL 33131
X
President

Signatures
/s/ Tom. Berman2/4/2019
**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).
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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