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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mazzarella Anthony P.
2. Issuer Name and Ticker or Trading Symbol

Accelerize Inc. [ ACLZ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O ACCELERIZE INC., 20411 SW BIRCH STREET SUITE 250
3. Date of Earliest Transaction (MM/DD/YYYY)

11/9/2017
(Street)

NEWPORT BEACH, CA 92660
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $0.50   4/12/2016     D         2000000      (1) 4/12/2026   Common Stock   2000000   $0   (2) 0   D    
Warrant to purchase Common Stock   $0.50   11/9/2017     A      2000000         (3) 11/9/2022   Common Stock   2000000   $0   (2) 2000000   D    

Explanation of Responses:
(1)  The option provided for vesting in twelve equal quarterly installments commencing on April 1, 2016.
(2)  The option was cancelled by mutual agreement of the reporting person and Accelerize Inc. In exchange, the reporting person was granted a warrant for 2,000,000 shares of common stock having an exercise price of $0.50 per share.
(3)  58.33% of the shares of common stock issuable upon exercise of the warrant were vested on October 1, 2017. The warrant vests thereafter in 5 equal quarterly installments.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mazzarella Anthony P.
C/O ACCELERIZE INC.
20411 SW BIRCH STREET SUITE 250
NEWPORT BEACH, CA 92660


Chief Financial Officer

Signatures
/s/ Anthony P. Mazzarella 11/9/2017
** 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 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).
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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