FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 *
  Casano Frank
2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2014
3. Issuer Name and Ticker or Trading Symbol
SG BLOCKS, INC. [SGBX]
(Last)
(First)
(Middle)
3 COLUMBUS CIRCLE, 16TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10019
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Secured Convertible Debentures   (1) 10/15/2014 Common Stock, $0.01 par value (2) $ 0.43 D  
Warrants 10/15/2013 10/15/2018 Common Stock, $0.01 par value 1,041,861 $ 0.4488 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Casano Frank
3 COLUMBUS CIRCLE, 16TH FLOOR
NEW YORK, NY 10019
  X      

Signatures

/s/ Frank Casano 02/07/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) On April 24, 2013, the Issuer issued Senior Secured Convertible Debentures ("Debentures") to Frank Casano that may be converted into Common Stock, $0.01 par value ("Common Stock"), of the Issuer at any time prior to the Debentures maturity date of October 15, 2014.
(2) The Debentures issued to Mr. Casano are in the principal amount of $448,000 and are convertible into the number of shares of Common Stock equal to the Debentures' principal amount of $448,000 divided by $0.43, the conversion price of the Debentures.

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