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 *
FLOOD BRENDAN
  2. Issuer Name and Ticker or Trading Symbol
Staffing 360 Solutions, Inc. [STAF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
C/O STAFFING 360 SOLUTIONS, INC., 641 LEXINGTON AVE, 27TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2017
(Street)

NEW YORK, NY 10022
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

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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
Performance Restricted Stock Units (1) 01/26/2017   A   43,329     (2) 12/31/2018 Common Stock 43,329 $ 0 43,329 D  
Performance Restricted Stock Units (1) 02/06/2019   A   80,000     (3) 01/31/2021 Common Stock 80,000 $ 0 80,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FLOOD BRENDAN
C/O STAFFING 360 SOLUTIONS, INC.
641 LEXINGTON AVE, 27TH FLOOR
NEW YORK, NY 10022
  X     Chairman and CEO  

Signatures

 Janis Chin   05/02/2019
**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) Performance-based restricted stock units ("PRSUs") convert into common stock on a one-for-one basis.
(2) On January 26, 2017, the reporting person was granted 43,329 PRSUs. The PRSUs would have vested based on the achievement of certain performance goals related to the market capitalization of the Issuer's common stock as of a performance period ending on December 31, 2018. The applicable performance criteria was not met as of the end of the performance period and this award expired without vesting on December 31, 2018. This transaction is being reported late.
(3) On February 6, 2019, the reporting person was granted 80,000 PRSUs. The PRSUs vest (i) 50% on December 31, 2020 based on the reporting person being employed by the Issuer and in good standing as of such date and (ii) 50% based on the achievement of certain performance goals related to the average market price of the Issuer's common stock during the 90-day period ending on December 31, 2020. This transaction is being reported late.

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