Sec Form 4 Filing - Pedersen Jon D. Sr. @ Snap Interactive, Inc - 2014-03-04

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 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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1. Name and Address of Reporting Person Pedersen Jon D. Sr. 2. Issuer Name and Ticker or Trading Symbol Snap Interactive, Inc [ STVI] 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) 462 7TH AVENUE, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2014 (Street) NEW YORK, NY10018 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Common Stock 03/06/2014 D 480,000 ( 1 ) D $ 0 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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 Stock Option (Right to Buy) $ 0.52 03/04/2014 D 700,000 ( 2 ) 04/10/2023 Common Stock 700,000 ( 2 ) 0 D Stock Option (Right to Buy) $ 0.34 03/04/2014 A 25,000 ( 3 ) 03/04/2020 Common Stock 25,000 $ 0 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pedersen Jon D. Sr. 462 7TH AVENUE 4TH FLOOR NEW YORK, NY10018 Chief Financial Officer Signatures /s/ Jon D. Pedersen, Sr. 03/07/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the cancellation of restricted shares of common stock pursuant to a cancellation agreement that were originally awarded to the reporting person on April 10, 2013, pursuant to a restricted stock award agreement. ( 2 )Represents the cancellation of a stock option pursuant to a cancellation agreement that was granted pursuant to a stock option agreement dated April 10, 2013 (the "2013 Option Agreement"). Under this stock option, one-fourth of the shares would have vested and become exercisable on the first, second, third and fourth anniversaries of the date of grant; provided, that upon the effective date of a "change in control" (as defined in the 2013 Option Agreement), 50% of any unvested shares of common stock underlying the option would have vested on the earlier of (i) the original vesting date or (ii) equally on the first and second anniversary of the effective date of the change in control (subject to the terms and conditions of the 2013 Option Agreement). The reporting person received a new option to purchase 25,000 shares of common stock as consideration for the cancellation as disclosed herein. ( 3 )The stock option was granted pursuant to a stock option agreement dated March 4, 2014 (the "2014 Option Agreement"). Under this stock option, the shares will become vested and exercisable on the six-month anniversary of the date of grant; provided, that upon the effective date of a "change in control" (as defined in the 2014 Option Agreement, 50% of any unvested shares of common stock underlying the option will immediately vest and the remaining 50% of the unvested shares will vest on the six-month anniversary of the date of grant (subject to the terms and conditions of the 2014 Option Agreement).

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