Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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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 * Smith Ronald Eric	2. Issuer Name and Ticker or Trading Symbol Deep Down, Inc. [ DPDW ]	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) 1447 FM 1010	3. Date of Earliest Transaction (MM/DD/YYYY) 1/4/2019
(Street) CLEVELAND, TX 77327 (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	1/4/2019		P		2350	A	$0.87	363444	I	By IRA
Common Stock	3/6/2019		P		4100	A	$0.75	367544	I	By IRA
Common Stock	5/3/2019		P		2200	A	$0.91	369744	I	By IRA
Common Stock	5/9/2019		P		1100	A	$0.93	370844	I	By IRA
Common Stock	7/18/2019		P		6650	A	$0.75	377494	I	By IRA
Common Stock	9/4/2019		P		4250	A	$0.72	381744	I	By IRA
Common Stock	11/18/2019		P		159627	A	$0.62 (1)	541371	I	By IRA
Common Stock	9/1/2019		D		300000	D	(2)	1285762	D
Common Stock								930651	I	By Spouse (3)
Common Stock								23071	I	By Spouse (4)

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

Explanation of Responses:
(1)	This transaction was executed in multiple trades at prices ranging from $0.57 to $0.67. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
(2)	This disposition was in connection with the Transition Agreement by and between Ronald E. Smith and issuer pursuant to which the reporting person surrendered 300,000 shares to the issuer in exchange for various assets (see Form 8-K filed by the issuer on August 15, 2019).
(3)	These shares represent shares directly held by the reporting person's spouse, which may be deemed to be beneficially owned by the reporting person.
(4)	These shares represent shares held indirectly by the reporting person's spouse through an individual retirement account, which may be deemed to be beneficially owned by the reporting person.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith Ronald Eric 1447 FM 1010 CLEVELAND, TX 77327		X

Signatures
/s/ Ronald Eric Smith		11/20/2019
**Signature of Reporting Person		Date