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 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 *
KEEN VICTOR F
  2. Issuer Name and Ticker or Trading Symbol
3DICON CORP [TDCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O 3DICON CORPORATION, 6804 SOUTH CANTON AVENUE, SUITE 150
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016
(Street)

TULSA, OK 74136
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

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) 09/30/2016   A   111,880 (2)   09/30/2016   (3) Common Stock 214,138,320 (4) 1,345,968 D  
Series B Convertible Preferred Stock (1) 09/30/2016   A   152,386   09/30/2016   (3) Common Stock 291,666,804 (5) 1,457,848 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KEEN VICTOR F
C/O 3DICON CORPORATION
6804 SOUTH CANTON AVENUE, SUITE 150
TULSA, OK 74136
  X   X   Chief Executive Officer  

Signatures

 /s/ Victor F. Keen   10/05/2016
**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) Each share of Series B Convertible Preferred Stock is convertible into 1,914 shares of common stock.
(2) Pursuant to the issuance of Series B Convertible Preferred Stock by Issuer to Cartlon James North Dakota LTD of which the Reporting Person is a member. The number of shares represented in this column reflects the pro rata amount beneficially owned by the Reporting Person.
(3) None
(4) The price of the derivative security was not determined for this transaction as the issuance reported was made in connection with a share exchange between the Issuer and Reporting Person on September 30, 2016.
(5) The price of the derivative security was not determined for this transaction as the issuance reported was made in lieu of a cash payment equal to $87,500.

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