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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1. Name and Address of Reporting Person * RAMA MICHAEL P   2. Issuer Name and Ticker or Trading Symbol NV5 Holdings, Inc. [NVEE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP and CFO (Last) (First) (Middle) 200 SOUTH PARK ROAD, SUITE 350 3. Date of Earliest Transaction (Month/Day/Year) 10/10/2013 (Street) HOLLYWOOD, FL 33021 4. If Amendment, Date Original Filed(Month/Day/Year) 10/09/2013 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 10/10/2013(1)   X   5,000 (1) A $ 6 17,346 D

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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

Warrant (Right to Buy)

$ 7.8

10/10/2013(1)

D(2)

5,000 (1)

(2)

03/27/2018

Common Stock

5,000 (1)

(2)

3,000

D

Warrant (Right to Buy)

$ 6

10/10/2013(1)

A(2)

5,000 (1)

(2)

03/27/2018

Common Stock

5,000 (1)

(2)

5,000

D

Warrant (Right to Buy)

$ 6

10/10/2013(1)

X

5,000 (1)

(2)

03/27/2018

Common Stock

5,000 (1)

(2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RAMA MICHAEL P 200 SOUTH PARK ROAD SUITE 350 HOLLYWOOD, FL 33021			VP and CFO

Signatures

/s/ MaryJo O'Brien, as attorney in fact		10/15/2013
**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 original Form 4 Report filed on October 9, 2013 incorrectly reflected a transaction date of October 9, 2013 and a warrant exercise of 8,000 shares. The Reporting Person exercised a warrant for 5,000 shares on October 10, 2013.
(2)	The Issuer effectuated a temporary reduction of the exercise price of all of its outstanding public warrants from $7.80 per share to $6.00 per share, commencing on September 27, 2013 and continuing until 5:00 p.m., New York City time, on October 11, 2013. The two reported transactions involve a change in the exercise price of the outstanding warrant upon exercise, resulting in the deemed cancellation of the portion of the "old" warrant exercised and the grant of a replacement warrant for the number of shares exercised. The warrant was originally purchased on April 2, 2013.

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