Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Karbowski James Joseph
2. Date of Event Requiring Statement (Month/Day/Year)
09/02/2016
3. Issuer Name and Ticker or Trading Symbol
ASURE SOFTWARE INC [ASUR]
(Last)
(First)
(Middle)
2413 PINE HILL CT.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COO/CTO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

TRAVERSE CITY, MI 49686
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 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)
Asure Software, Inc. Common Stock ($0.01 par value) 10,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Employee Stock Options (Right to Buy) 07/27/2016 07/27/2017 Common Stock ($0.01 par value) 10,000 $ 6.42 D  
Employee Stock Options (Right to Buy)   (1) 07/03/2019 Common Stock ($0.01 par value) 50,000 $ 6.04 D  
Employee Stock Options (Right to Buy)   (2) 04/12/2021 Common Stock ($0.01 par value) 20,000 $ 5.31 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Karbowski James Joseph
2413 PINE HILL CT.
TRAVERSE CITY, MI 49686
      COO/CTO  

Signatures

/s/ Joe Karbowski 09/07/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Such options shall vest over a 4 year period such that 25% of the shares shall vest on each anniversary date following issuance.
(2) Such options shall vest over a 3 year period following issuance such that 1/3 of the shares shall vest on 4/12/2017 and an additional 8.33% shall vest each three (3) months thereafter.

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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