Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Penver John K
   2. Issuer Name and Ticker or Trading Symbol
TSS, Inc. [TSSI] 		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 TSS, INC., 7226 LEE DEFOREST DRIVE, SUITE 104		 3. Date of Earliest Transaction (Month/Day/Year)
08/29/2014
(Street)

COLUMBIA, MD 21046		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (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 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 08/29/2014   A   250,000 (1) A $ 0 (2) 250,000 D  

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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 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 (3) 08/29/2014   A   200,000     (4) 08/29/2024 Common Stock 200,000 $ 0 200,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Penver John K
C/O TSS, INC.
7226 LEE DEFOREST DRIVE, SUITE 104
COLUMBIA, MD 21046		       Chief Financial Officer  

Signatures

 /s/ John K. Penver   09/03/2014
**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) These shares of common stock represent restricted stock granted pursuant to an award agreement between Mr. Penver and the Issuer and are subject to forfeiture. The restricted stock awarded will vest in installments as follows: (1) 50,000 shares will vest on September 29, 2014, (2) 100,000 shares will vest on August 29, 2015, and (3) 100,000 shares will vest on August 29, 2016. All unvested shares of restricted stock will vest upon a change of control of the Issuer and an amount of up to 100,000 shares of restricted stock will vest in certain instances upon the termination of Mr. Penver's employment.
(2) These shares of restricted stock were granted to Mr. Penver for his services as the Chief Financial Officer of the Issuer.
(3) The exercise price is equal to the average of the high and low bid prices for the Issuer's common stock reported daily on the OTCQB marketplace during the 20 trading days following August 29, 2014.
(4) The option becomes exercisable in installments as follows: (1) 100,000 shares become exercisable when the fair market value of the Issuer's common stock is at least $2.00 for 20 consecutive business days, and (2) 100,000 shares become exercisable when the fair market value of the Issuer's common stock is at least $3.00 for 20 consecutive business days. The option will become immediately exercisable upon the occurrence of a change in control of the Issuer that occurs on or after August 29, 2015.

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