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 *
Lee Peter
   2. Issuer Name and Ticker or Trading Symbol
CrowdGather, Inc. [CRWG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
EVELYN TOWER, 14TH FL., FLAT E, 38 CLOUDVIEW ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
07/16/2013
(Street)

NORTH POINT, K3 00000		 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
Common Stock               1,003,000 D  
Common Stock               194,738 I Held in Reporting Person's personal holding company

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Series B Preferred Stock (1) (3) 07/16/2013   A   150,000     (2)   (2) Common Stock (3) 3,000,000 (3) $ 0 (6) 9,000,000 D  
Common Stock Warrants (Right to Buy) $ 0.08 07/16/2013   A   1,500,000   07/16/2013 07/16/2018 Common Stock 1,500,000 $ 0 (6) 1,500,000 D  
Common Stock Warrants (Right to Buy) $ 0.08             08/02/2013(4)(5) 04/08/2018 Common Stock 3,000,000   3,000,000 D  
Common Stock Warrants (Right to Buy) (Common Stock) $ 0.95             10/22/2010 10/22/2013 Common Stock 266,667   266,677 I Held in Reporting Person's personal holding company

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lee Peter
EVELYN TOWER, 14TH FL., FLAT E
38 CLOUDVIEW ROAD
NORTH POINT, K3 00000		     X    

Signatures

 /s/ Peter Lee   07/17/2013
**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) The Series B Convertible Preferred Stock ("Series B Shares") are convertible in accordance with the Issuer's Certificate of Designation, which is included as exhibit 3.1 in the Issuer's Form 8-K filed on April 9, 2013.
(2) The Series B Shares are convertible at any time after the issuance of such shares at the holder's election and do not have an expiration date.
(3) The Series B Shares are convertible on a 20-for-1 basis into the number of shares of Common Stock as shown in column 7.
(4) The Common Stock Warrants are subject to vesting such that the Warrants vest upon the Reporting Person's purchase of an additional 300,000 Series B Shares on or before August 2, 2013.
(5) The Common Stock Warrants contain a limitation on exercise which prevents the Reporting Person from exercising any Warrants if, after giving effect to the exercise, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, upon not less than 61 days prior written notice to the Company.
(6) Pursuant to a Securities Purchase Agreement dated April 8, 2013, between the Reporting Person and the Issuer, the Reporting Person acquired 150,000 shares of Series B Preferred Stock and warrants to purchase an aggregate 1,500,000 shares of the Issuer's common stock at an exercise price of $0.08 per share in exchange for $150,000.

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