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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * Arnost Thomas M	2. Issuer Name and Ticker or Trading Symbol Mobiquity Technologies, Inc. [ MOBQ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      __ X __ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Executive Chairman
(Last)          (First)          (Middle) 600 OLD COUNTRY ROAD, SUITE 541	3. Date of Earliest Transaction (MM/DD/YYYY) 12/14/2015
(Street) GARDEN CITY, NY 11530 (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

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
Convertible Notes   (3)	$0.20	12/14/2015		A		322000		12/11/2013	12/31/2016	Common Stock	1610000	(1)	8870001   (2)	D

Explanation of Responses:
( 1)	Not applicable.
( 2)	Includes shares issuable upon exercise of notes (1,610,000 shares), options (1,750,000 shares), warrants (1,000,001 shares) and 4,500,000 shares issuable in the event Mr. Arnost agrees to convert $1,350,000 which Mr. Arnost provided pursuant to a letter of credit.
( 3)	These notes were originally purchased on December 11, 2013 when they were convertible at $1.00 per share. The conversion price of the notes was then lowered to $.30 per share and on December 14, 2014, the conversion price was lowered to $.20 per share. Table II reflects the lowering of the notes to the new conversion price.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Arnost Thomas M 600 OLD COUNTRY ROAD, SUITE 541 GARDEN CITY, NY 11530	X	X	Executive Chairman

Signatures
/s/ Thomas N. Arnost		12/15/2015
** 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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