FORM 4
[ X ] 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 *

Zucker Anita G
2. Issuer Name and Ticker or Trading Symbol

VICON INDUSTRIES INC /NY/ [ VIII ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

4838 JENKINS AVE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/23/2018
(Street)

N CHARLESTON, SC 29405
(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
Common Stock   3/23/2018     S    7284824   D   (1) 0   I   See footnote   (2)

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
Warrants   $0.4   3/23/2018     S         1500000    4/20/2017   4/20/2020   Common Stock   1500000     (1) 0   I   By trust's subsidiary   (3)

Explanation of Responses:
(1)  The 7,284,824 shares of VII common stock together with warrants to purchase 1,500,000 shares of VII common stock for $0.40 per share were transferred to CETX in consideration for 1,012,625 shares of CETX common stock. In determining the number shares of CETX common stock received, the parties multiplied $0.40 by the number of VII shares transferred (7,284,824) and divided the product by the five-day weighted average price of the CETX common stock for the five business days immediately preceding March 23, 2018. The price (value) received for the VII common stock disposed of has not been calculated but was less than $0.40 per share. The price (value) received for the warrants to acquire VII common stock has not been separately calculated but it will reduce the value per share received for the VII common stock sold.
(2)  The shares were owned directly by NIL Funding Corporation, a subsidiary of the Article 6 Marital Trust, and indirectly by Anita G. Zucker as trustee and beneficiary of the trust.
(3)  The warrants were owned directly by NIL Funding Corporation, a subsidiary of the Article 6 Marital Trust, and indirectly by Anita G. Zucker as trustee and beneficiary of the trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Zucker Anita G
4838 JENKINS AVE
N CHARLESTON, SC 29405

X


Signatures
s/ Anita G. Zucker 3/26/2018
** 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).
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