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 *
Goepel Patrick
  2. Issuer Name and Ticker or Trading Symbol
ASURE SOFTWARE INC [ASUR]
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)
16 ABBOTTSWOOD
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2015
(Street)

SUDBURY, MA 01776
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
Asure Software, Inc. Common Stock ($0.01 par value) 05/20/2015   P   300 A $ 5.73 294,132 D  
Asure Software, Inc. Common Stock ($0.01 par value) 05/20/2015   P   2,468 A $ 5.75 296,600 D  
Asure Software, Inc. Common Stock ($0.01 par value) 05/21/2015   P   500 A $ 5.8 297,100 D  
Asure Software, Inc. Common Stock ($0.01 par value) 05/21/2015   P   5,080 A $ 5.9 302,180 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
Employee Stock Option (Right to Buy) $ 2.33               (1)   (2) Common Stock ($0.01 par value) 225,000   225,000 D  
Employee Stock Option (Right to Buy) $ 5.76               (3) 03/31/2020 Common Stock ($0.01 par value) 60,000   285,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Goepel Patrick
16 ABBOTTSWOOD
SUDBURY, MA 01776
  X     Chief Executive Officer  

Signatures

 /s/ Patrick Goepel   05/22/2015
**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) For 52,500 options: Such options shall vest over a 4 year period following issuance such that 25% of the shares shall vest on 9/15/2010 and an additional 6.25% shall vest each three (3) months thereafter. For 172,500 options: Such options will vest as follows: 1/14th (or 12,321 shares) of the total shares will vest each calendar quarter beginning September 30, 2011 through September 30, 2014, and the remaining 12,327 shares will vest on December 31, 2014.
(2) For 52,500 Options: 9/21/2019 For 172,500 Options: 12/31/2019
(3) For 30,000 options: Such options shall vest over a 3 year period following issuance such that 1/3 of the shares shall vest on 3/31/2016 and an additional 8.33% shall vest each three (3) months thereafter. For 30,000 options: Such options will vest at 12/31/15 based on achievement of performance criteria as approved by the board of directors.

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