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 *
  Karim Omar
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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Head of Engineering
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)
Common Shares 2,650
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
Options to purchase common shares   (1) 02/10/2026 Incentive Stock Option 1,107 $ 7.1 D  
Options to purchase common shares   (2) 03/03/2027 Incentive Stock Option 3,803 $ 7.1 D  
Restricted stock units convertible to common shares   (3)   (3) Restricted Stock Unit 7,949 $ 0 D  
Restricted stock units convertible to common shares   (4)   (4) Restricted Stock Unit 2,264 $ 0 D  
Restricted stock units convertible to common shares   (5)   (5) Restricted Stock Unit 2,206 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Karim Omar
333 BRYANT STREET, SUITE 310
SAN FRANCISCO, CA 94107
      Head of Engineering  

Signatures

/s/ Omar Karim_ 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 1,107 options, 461 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) 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
(3) The outstanding RSUs will be vested annually at 10/14 each year until 2019 at equal amount vesting each time
(4) 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
(5) The issued RSUs will be vested annually from 3/3/2017 until 2021 at equal amount vesting each time

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