SEC Form 3

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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1. Name and Address of Reporting Person* Iroquois Capital Management, LLC (Last) (First) (Middle) 641 LEXINGTON AVENUE 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/22/2011	3. Issuer Name and Ticker or Trading Symbol Vringo Inc [ VRNG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)
Common Stock	926,604(1)(4)(5)	I	See Footnotes(1)(4)(5)

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: 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
Warrant to Purchase Common Stock	12/29/2009	12/29/2014	Common Stock	97,101(2)	2.75	I	See Footnotes(2)(4)(5)
Warrant to Purchase Common Stock	06/21/2010	06/21/2015	Common Stock	194,202(3)	5.06	I	See Footnotes(3)(4)(5)

1. Name and Address of Reporting Person* Iroquois Capital Management, LLC (Last) (First) (Middle) 641 LEXINGTON AVENUE 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Silverman Joshua (Last) (First) (Middle) 641 LEXINGTON AVENUE 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Abbe Richard (Last) (First) (Middle) 641 LEXINGTON AVENUE 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. 675,849 Shares (as defined below) are held by Iroquois Master Fund Ltd., a Cayman Islands corporation ("Iroquois Master Fund"). 241,173 Shares are held by Iroquois Capital Management L.L.C., a Delaware limited liability company ("Iroquois Capital"). 4,791 Shares are held by Richard Abbe, a citizen of the United States of America ("Mr. Abbe"), as UGMA custodian for Mr. Abbe's three children. 4,791 Shares are held by American Capital Management LLC, as to which Mr. Abbe and Joshua Silverman, a citizen of the United States of America ("Mr. Silverman"), may be deemed to have a pecuniary interest. "Shares" are shares of the Issuer's common stock, par value $0.01 per share.

2. 97,101 Shares are issuable upon exercise of a warrant (the "First Master Fund Warrant") held by Iroquois Master Fund. However, the First Master Fund Warrant is not currently exercisable because the terms of the First Master Fund Warrant contain a so-called "blocker provision" under which the holder thereof does not have the right to exercise the First Master Fund Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates of more than 4.99% of the Shares.

3. 194,202 Shares are issuable upon exercise of a second warrant (the "Second Master Fund Warrant") held by Iroquois Master Fund. However, the Second Master Fund Warrant is not currently exercisable because the terms of the Second Master Fund Warrant contain a so-called "blocker provision" under which the holder thereof does not have the right to exercise the Second Master Fund Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof or any of its affiliates of more than 4.99% of the Shares.

4. Iroquois Capital is the investment manager of Iroquois Master Fund. Consequently, Iroquois Capital has voting control and investment discretion over securities held by Iroquois Master Fund. As managing members of Iroquois Capital, Mr. Silverman and Mr. Abbe make voting and investment decisions on behalf of Iroquois Capital in its capacity as investment manager to Iroquois Master Fund. As a result of the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by Iroquois Master Fund.

5. Each of Iroquois Capital, Mr. Abbe and Mr. Silverman disclaim beneficial ownership of these Shares except to the extent of their pecuniary interest in these Shares.

	Iroquois Capital Management L.L.C., By: /s/ Joshua Silverman, Authorized Signatory	07/05/2011
	/s/ Joshua Silverman	07/05/2011
	/s/ Richard Abbe	07/05/2011
	** Signature of Reporting Person	Date
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