Edgar Filing: MOBILEPRO CORP

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 ^*

WRIGHT JAY O

2. Issuer Name and Ticker or Trading Symbol
MOBILEPRO CORP [MOBL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

6701 DEMOCRACY BOULEVARD, SUITE 202

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2007

(Street)

BETHESDA, MD 20817

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								0	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant

$ 0.0075

08/27/2007

J⁽¹⁾

10,000,000

⁽²⁾

08/27/2017

Common Stock

10,000,000

$ 0.0075

19,727,954

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WRIGHT JAY O 6701 DEMOCRACY BOULEVARD SUITE 202 BETHESDA, MD 20817	X		Chief Executive Officer

Signatures

/s/ Jay O. Wright		08/29/2007
^**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)	Awarded to Jay O. Wright by the Issuer's Compensation Committee pursuant to an Addendum dated August 27, 2007 to Mr. Wright's Employment Agreement in connection with the new direction of the Issuer.
(2)	Shares of the Issuer's common stock, par value $0.001 per share ("Warrant Stock") to be vested as follows: Three million (3,000,000) shares of Warrant Stock to vest immediately upon the closing of the sale of the CLEC subsidiaries to USA Telephone; two million (2,000,000) shares of Warrant Stock to vest immediately upon eliminating the Company's debt to Yorkville Advisors, LLC (f/k/a Cornell Capital Partners, LP); two million (2,000,000) shares of Warrant Stock to vest immediately upon the closing of the sale of at least 80% of the telephones of Davel Communications; one million (1,000,000) shares of Warrant Stock to vest immediately upon elimination of the debt of Kite Broadband, LLC and Kite Networks, Inc. from the Company's balance sheet, including any guaranties related thereto; and two million (2,000,000) shares of Warrant Stock to vest immediately upon completing an acquisition into a new line of business, which acquisition shall have received Board approval.
Remarks: Post transaction holdings: Stock 1,244,000, Warrants 30,182,500

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