UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 16, 2015

Towerstream Corporation

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (401) 848-5848

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:

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

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

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

[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Effective April 2016, subject to shareholder approval, the Board of Directors of Towerstream Corporation (the "Company") approved amendments to the 2008 Non-Employee Directors Compensation Plan.  Under the revised plan, each non-employee director is to receive a monthly $2,083.33 cash fee.  Committee chairmen will receive an additional $416.66 cash fee monthly.  Each non-employee director shall also receive quarterly grants of ten-year options to purchase 30,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the date of grant and that vest monthly over a one year period.   

In October 2015, Philip Urso, the Chairman of the Board of Directors of the Company, expanded his day-to-day involvement in the Company’s activities to assess the daily operation of the Company and advise the board on cost cutting measures and other strategies. As compensation for these expanded services, the Company determined to provide Mr. Urso with monthly compensation, effective October 2015, of $10,166 cash, a monthly car allowance no greater than $1,000 per month and healthcare coverage. Prior to expanding his role, Mr. Urso’s monthly compensation was $5,000.

         As filed in the Company’s current reports on Form 8-K filed on February 17, 2016 and March 10, 106, Mr. Urso was appointed Interim Chief Executive Officer on February 16, 2016 and on March 4, 2016, the Company further modified the terms of his compensation as follows:

SIGNATURES

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.