SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* Underkoffler John (Last) (First) (Middle) 999 18TH STREET SUITE 1350S (Street) DENVER CO 80202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2019	3. Issuer Name and Ticker or Trading Symbol GLOWPOINT, INC. [ GLOW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Technology Officer	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
6.0% Series D Convertible Preferred Stock	(1)	(1)	common stock	1,024,030	(1)	D

Explanation of Responses:

1. These shares of 6.0% Series D Convertible Preferred Stock (the "Preferred Stock") were issued to the reporting person in connection with the Agreement and Plan of Merger, dated September 12, 2019, by and among the Issuer, Oblong Industries, Inc. and Glowpoint Merger Sub II, Inc., a wholly-owned subsidiary of the Issuer, pursuant to which the Issuer acquired Oblong. The Preferred Stock was issued at an Accrued Value of $28.50 per share with a Conversion Price of $2.85 per share. As a result, each share of Preferred Stock is convertible into ten (10) shares of the Issuer's common stock, subject to and contingent upon the approval of the Issuer's stockholders and the NYSE American. The Preferred Stock has no expiration date.

Remarks:

	/s/ David C. Clark, Attorney-in-Fact for John Underkoffler	11/14/2019
	** 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 5 (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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