UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~November~~December 411, 2015

Commission File Number: 000-51071

SPY INC.

(Exact name of Registrant as specified in its Charter)



Delaware		33-0580186
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)



2070 Las Palmas Drive, Carlsbad, California 92011
(Address of principal executive offices)

760-804-8420
(Registrant’s Telephone Number)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

[Written ]communications ~~Soliciting material~~ pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

[ ] ~~Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

[Soliciting ]material ~~Pre-commencement communications~~ pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item~~[ ~~2.02 Results of Operations and Financial Condition.~~]

~~SPY~~Pre-commencement ~~Inc.~~communications ~~(the~~pursuant ~~“Company”)~~to ~~today~~Rule ~~issued~~14d-2(b) aunder ~~press release announcing its financial results for~~ the ~~three~~Exchange ~~and~~Act ~~nine~~(17 ~~months~~CFR ~~ended September 30, 2015~~240. A14d-2(b)) ~~copy of the press release is attached as Exhibit 99.1.~~

In[ accordance with General Instruction B.2 for Form 8-K, the information in this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.]

~~Item~~Pre-commencement ~~8.01~~communications ~~Other~~pursuant ~~Events~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~See~~ Item 28.0201 Other Events.

~~Item~~On 9December 11, 2015, SPY Inc.01 ~~Financial~~(the ~~Statements~~“Company”) announced the filing of a Form 15 with the Securities and ~~Exhibits~~Exchange Commission to voluntarily deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended. The Company expects the deregistration to be effective ninety (90) days after the date of the filing of the Form 15, on or about March 10, 2016. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

~~See~~Item ~~Exhibit~~9.01 ~~Index~~Financial Statements and Exhibits.

~~SIGNATURES~~See Exhibit Index.

~~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.~~SIGNATURES

	SPY Inc.
Date: November 4, 2015	By:	/s/ Jim McGinty
		Name: Jim McGinty
		Title: Chief Financial Officer, Treasurer and Secretary

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.

EXHIBIT INDEX



	SPY Inc.

Date: December 11, 2015	By:	/s/ Jim McGinty
		Name: Jim McGinty
		Title: Chief Financial Officer, Treasurer and Secretary

Exhibit No.		Description
99.1		Press Release, dated November 4, 2015

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release, dated December 11, 2015

Filing Compare · Spy Inc.