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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Chung Steve
2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2017
3. Issuer Name and Ticker or Trading Symbol
Frankly Inc [FKLY]
(Last)
(First)
(Middle)
333 BRYANT STREET, SUITE 310
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94107
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)

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
Stock options to purchase common shares 02/01/2013 08/07/2023 Incentive Stock Option 5,081 $ 7.97 D  
Stock options to purchase common shares 02/01/2015 08/07/2023 Incentive Stock Option 7,622 $ 7.97 D  
Stock options to purchase common shares (1)   (1) 01/29/2025 Incentive Stock Option 13,951 $ 7.1 D  
Stock options to purchase common shares (2)   (2) 02/01/2025 Incentive Stock Option 7,472 $ 7.1 D  
Stock options to purchase common shares (3)   (3) 02/10/2026 Incentive Stock Option 24,221 $ 7.1 D  
Stock options to purchase common shares (4)   (4) 03/03/2027 Incentive Stock Option 20,284 $ 7.1 D  
Restricted stock units convertible to common shares (5)   (5)   (5) Restricted Stock Unit 11,323 $ 0 D  
Restricted stock units convertible to common shares (6)   (6)   (6) Restricted Stock Unit 11,765 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chung Steve
333 BRYANT STREET, SUITE 310
SAN FRANCISCO, CA 94107
  X     Chief Executive Officer  

Signatures

/s/ Steve Chung 08/11/2017
**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) Out of the 13,951 options, 9,300 options will be vested and exercisable by 10/10/2017. The remaining options will be vested monthly by 1/48 of the issued amount after 10/10/2017.
(2) Out of 7,472 options, 4,981 options will be vested and exercisable by 10/10/2017. The remaining options will be vested monthly by 1/48 of the issued amount after 10/10/2017.
(3) Out of 24,221 options, 10,092 options will be vested and exercisable by 10/10/2017. The remaining options will be vested monthly by 1/48 of the issued amount after 10/10/2017.
(4) 1/4 of the issued amount will be vested at 3/3/2018, and the remainder will be vested monthly by 1/48 of the issued amount thereafter
(5) 2/3 of the issued amount will be vested at 9/8/2017 and the remaining 1/3 of the amount will be vested at 3/8/2018
(6) The issued RSUs will be vested annually from 3/3/2017 until 2021 at equal amount vesting each time

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