UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~October~~December 3031, 2015

MERRIMAN HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-15831	11-2936371
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

~~250~~600 ~~Montgomery~~California Street, ~~16th~~9th Floor,

San Francisco, California ~~94104~~94108

(Address of Principal Executive Offices) (Zip Code)

Registrant’'s telephone number, ~~including~~ including area code (415) 248-5600

(Former Name or Former Address, if Changed Since Last Report)

~~Item~~Check ~~1.01~~the ~~Entry~~appropriate ~~into~~box abelow ~~Material~~if ~~Definitive~~the ~~Agreement.~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On¨ ~~October~~Written ~~30,~~communications ~~2015~~pursuant ~~the Company sold and issued 666,667 shares of Series F Preferred Stock~~ to ~~its~~Rule ~~Co-Chairman,~~425 ~~Ronald~~under ~~L. Chez at a price of $0.30 per share. The Series F Preferred Stock carries a cumulative dividend of 4.5% per annum and is convertible into shares of common stock of~~ the ~~Company at~~Securities aAct ~~price~~(17 ofCFR $0230.~~30 per share.~~425)

~~Item~~¨ ~~3.02~~Soliciting ~~Unregistered~~material ~~Sales~~pursuant ofto ~~Equity~~Rule ~~Securities~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~The~~¨ ~~sale~~Pre-commencement ofcommunications ~~the~~pursuant ~~Series~~to FRule ~~Preferred~~14d-2(b) ~~Stock described~~under ~~in Section1.01 was exempt from~~ the ~~registration~~Exchange ~~requirements of the Securities~~ Act ~~of 1933~~ (~~the~~17 ~~“Act”),~~CFR ~~as amended, pursuant to Section 4~~240.14d-2 ~~of the Act.~~(b))

No¨ ~~underwriters,~~Pre-commencement ~~underwriting~~communications ~~discounts or~~pursuant ~~commissions~~to ~~were~~Rule ~~involved~~13e-4(c) inunder the ~~issuance~~Exchange ofAct ~~the~~(17 ~~Secured~~CFR ~~Promissory Note or Warrants~~240.13e-4(c))

~~The~~Item ~~Certificate~~5.02 Departure of ~~Designation~~Directors ~~for~~or ~~the Series~~Principal FOfficers; ~~Preferred~~Election ~~Stock~~of ~~was~~Directors; ~~filed~~Appointment inof ~~Delaware~~Principal onOfficers; ~~October~~Compensatory ~~30,~~Arrangements ~~2015~~of ~~and~~Certain ~~is attached hereto as an exhibit.~~Officers

~~Item 9.01~~(db) ~~Exhibits~~Resignation of Officer

3On December 31, 2015 William J.13 ~~Series~~Febbo Fresigned ~~Certificate~~his position as principal financial officer of ~~Designation~~the asCompany. ~~filed~~He ~~with~~will continue to serve on the ~~Delaware~~Company ~~Secretary~~Board of ~~State~~Directors. onThe ~~October~~Company ~~30,~~has ~~2015~~engaged a consultant with significant experience of accounting issues in our industry to advise it going forward.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Merriman Holdings, Inc.
Date: November 6, 2015	By:	/s/ D. JONATHAN MERRIMAN
Date: January 7, 2016	By:	/s/ D. JONATHAN MERRIMAN
		D. Jonathan Merriman
		Chief Executive Officer

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