Ownership Submission
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, 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 *
  Yao Jianhui
2. Date of Event Requiring Statement (Month/Day/Year)
12/04/2015
3. Issuer Name and Ticker or Trading Symbol
BIO KEY INTERNATIONAL INC [BKYI]
(Last)
(First)
(Middle)
3349 HIGHWAY 138, BUILDING A, SUITE E
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WALL, NJ 07719
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 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, par value $0.0001 per share 0 (1)
I
See explanation. (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Series B-1 Convertible Preferred Stock   (2)   (3) Common Stock, par value $0.0001 per share 0 (4) $ 0.3 I See explanation. (4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yao Jianhui
3349 HIGHWAY 138, BUILDING A, SUITE E
WALL, NJ 07719
  X      

Signatures

/s/ Yao Jianhui 12/23/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Does not include 1,066,500 shares of common stock owed of record by China Goldjoy Limited, the parent company of Giant Leap International, Ltd. As the chairman of the board of directors of China Goldjoy Limited, Mr. Yao shares voting and dispositive power over these shares. Mr. Yao disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in such shares.
(2) The Series B-1 convertible preferred stock is convertible into common stock at any time into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Series B-1 Original Issue Price by the Series B-1 Conversion Price (as defined above) in effect at the time of conversion.
(3) The Series B-1 convertible preferred stock has no expiration date.
(4) Does not include 7,262,673 shares of common stock issuable upon conversion of Series B-1 Convertible Preferred Stock owned of record by Giant Leap International, Ltd. As the chairman of the board of directors of China Goldjoy Limited, the parent company of Giant Leap International, Ltd., Mr. Yao shares voting and dispositive power over these shares. Mr. Yao disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in such shares.

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