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 *
RUBENSTEIN BARRY
   2. Issuer Name and Ticker or Trading Symbol
FALCONSTOR SOFTWARE INC [FALC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O FALCONSTOR SOFTWARE, INC., 2 HUNTINGTON QUADRANGLE		 3. Date of Earliest Transaction (Month/Day/Year)
05/23/2014
(Street)

MELVILLE, NY 11747		 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               971,000 D (1)  
Common Stock 05/23/2014   S(8)   100,000 D $ 1.4761 (6) 436,800 I By Woodland Venture Fund (2)
Common Stock 05/23/2014   S(8)   47,015 D $ 1.5448 (7) 131,323 I By Seneca Ventures (3)
Common Stock               957,257 I By Woodland Partners (4)
Common Stock               187,900 I By Brookwood Partners, L.P. (5)
Common Stock               1,258 I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RUBENSTEIN BARRY
C/O FALCONSTOR SOFTWARE, INC.
2 HUNTINGTON QUADRANGLE
MELVILLE, NY 11747		   X      

Signatures

 /s/ Seth Horowitz as Attorney-in-Fact   05/23/2014
**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) Includes 100,000 shares held jointly by Barry Rubenstein and Marilyn Rubenstein (spouse).
(2) Held by Woodland Venture Fund. Mr. Rubenstein is a general partner of Woodland Venture Fund. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3) Held by Seneca Ventures. Mr. Rubenstein is a general partner of Seneca Ventures. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4) Held by Woodland Partners. Mr. Rubenstein is a general partner of Woodland Partners. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(5) Held by Brookwood Partners, L.P. Mr. Rubenstein is a general partner of Brookwood Partners, L.P. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.45 to $1.53, inclusive. The reporting person undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, further information regarding the number of shares sold at each separate price such shares were sold.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.53 to $1.59, inclusive. The reporting person undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, further information regarding the number of shares sold at each separate price such shares were sold.
(8) There were purchases by Woodland Venture Fund and Seneca Ventures of an aggregate of 60,315 shares on May 19, 2014 at a price range between $1.47 and $1.51, inclusive, that have been matched against sales on May 23, 2014 by Woodland Venture Fund and Seneca Ventures to the extent of an aggregate of 60,315 shares at a price range between $1.52 and $1.59, inclusive. The aforementioned purchase price constitutes the lowest purchase price paid by the reporting person matched against the highest sale price that the reporting person received for the sale of shares on the date hereof. The reporting person has agreed to pay to Falconstor Software, Inc. $2,133.58, representing the full amount of the profit realized in connection with the short-swing transaction.

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