FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Greenspan Ira Scott
2. Issuer Name and Ticker or Trading Symbol
PAVmed Inc. [PAVM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

420 LEXINGTON AVENUE, SUITE 300
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016
(Street)


NEW YORK, NY 10170
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 11/18/2016   L 200 A $ 10.2 28,465 D  
Common Stock 11/23/2016   L 110 A $ 8.9867 (1) 28,465 D  
Common Stock 12/09/2016   L 282 A $ 8.4719 (2) 28,465 D  
Common Stock             5,713,879 I By HCFP Capital Partners III LLC (3)
Common Stock             20,904 I By Robert M. Greenspan (4)
Common Stock             87,020 I By HCFP Inc. (5)
Common Stock             125,000 I By HCFP/Capital Partners IIIB LLC (6)
Common Stock             20,000 I By HCFP/AG LLC (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $ 5 11/18/2016   L 100   10/28/2016 01/29/2022 Common Stock
100
$ 7.9 28,293
D
 
Warrants $ 5 12/09/2016   L 320   10/28/2016 01/29/2022 Common Stock
320
$ 6.774 (8) 28,293
D
 
Warrants $ 5           10/28/2016 01/29/2022 Common Stock
5,713,879
  5,713,879
I
By HCFP/Capital Partners III LLC (3)
Warrants $ 5           10/28/2016 01/29/2022 Common Stock
6,968
  6,968
I
By Robert M. Greenspan (4)
Warrants $ 5           10/28/2016 01/29/2022 Common Stock
387,020
  387,020
I
By HCFP Inc. (5)
Warrants $ 5           10/28/2016 01/29/2022 Common Stock
125,000
  125,000
I
By HCFP/Capital Partners IIIB LLC (6)
Warrants $ 5           10/28/2016 01/29/2022 Common Stock
20,000
  20,000
I
By HCFP/AG LLC (7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Greenspan Ira Scott
420 LEXINGTON AVENUE
SUITE 300
NEW YORK, NY 10170
  X   X    

Signatures

/s/ Ira Scott Greenspan 02/14/2017
**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) The price reported is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $8.5535 to $9.0300, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.
(2) The price reported is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $7.6780 to $8.9990, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.
(3) Mr. Greenspan is a member and a co-manager of HCFP/Capital Partners III LLC, and shares joint voting and dispositive power over the shares held by this entity. Mr. Greenspan disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein.
(4) Robert M. Greenspan is the reporting person's son.
(5) Mr. Greenspan is a controlling shareholder of HCFP Inc., and shares joint voting and dispositive power over the shares held by this entity. Mr. Greenspan disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein.
(6) Mr. Greenspan is a member and a co-manager of the entity that acts as sole manager of HCFP/Capital Partners IIIB LLC, and shares joint voting and dispositive power over the shares held by this entity. Mr. Greenspan disclaims beneficial ownership of shares held by this entity, except to the extent of his pecuniary interest therein.
(7) Mr. Greenspan is a co-manager of HCFP/AG LLC, and shares joint voting and dispositive power over the shares held by this entity. Mr. Greenspan disclaims beneficial ownership of shares held by this entity, except to the extent of his pecuniary interest therein.
(8) The price reported is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $5.9875 to $7.4900, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants acquired at each separate price within the ranges set forth in this footnote.

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