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 *
Whelan Timothy
   2. Issuer Name and Ticker or Trading Symbol
WIRELESS TELECOM GROUP INC [WTT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O WIRELESS TELECOM GROUP, INC., 25 EASTMANS ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
06/30/2016
(Street)

PARSIPANNY, NJ 07054		 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, par value $0.01 per share 06/30/2016   D   30,000 (1) D $ 0 32,040 D  
Common Stock, par value $0.01 per share 06/30/2016   A   8,333 (2) A $ 0 40,373 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
Stock Option (3) $ 1.34 06/30/2016   A   400,000     (4) 06/30/2026 Common Stock 400,000 $ 0 400,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Whelan Timothy
C/O WIRELESS TELECOM GROUP, INC.
25 EASTMANS ROAD
PARSIPANNY, NJ 07054		   X     Chief Executive Officer  

Signatures

 /s/ Robert Censullo, attorney-in-fact   07/05/2016
**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) On June 30, 2016, the Reporting Person forfeited 30,000 unvested shares of restricted common stock, par value $0.01 per share, of the Company that were previously granted in connection with his service as an independent director of the Company.
(2) On June 30, 2016, the Reporting Person was granted 8,333 shares of restricted common stock, par value $0.01 per share, of the Company in connection with his appointment as Chief Executive Officer of the Company. The shares shall vest in sixteen equal quarterly installments over a period of four years, so that the shares shall be fully vested on June 30, 2020, or upon change of control, provided that the Reporting Person's service with the Company continues through each vesting date.
(3) The stock option was granted to the Reporting Person in connection with his appointment as Chief Executive Officer of the Company.
(4) The stock option shall vest in sixteen equal quarterly installments over a period of four years, so that the stock option shall be fully vested on June 30, 2020, or upon change of control, provided that the Reporting Person's service with the Company continues through each vesting date.

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