Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
McQuivey Raul S
 2. Issuer Name and Ticker or Trading Symbol
SUTRON CORP [STRN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President, CEO
(Last)
(First)
(Middle)

22400 DAVIS DRIVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
(Street)


STERLING, VA 20164		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/21/2012   G4 10,000 D $ (1) 882,686 I By Raul S. McQuivey Trust dated 3/24/1999 (2)
Common Stock 08/06/2012   O4 110,000 A $ 0.55 882,686 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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (RSU)   05/09/2012   A4 6,000     (4)   (4) Common Stock
6,000
(3) 116,000 (5)
D
 
Option $ 0.55 08/06/2012   O4   110,000   (6) 10/18/2012 Common Stock
110,000
(7) 6,000 (8)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McQuivey Raul S
22400 DAVIS DRIVE
STERLING, VA 20164		   X     Chairman, President, CEO  

Signatures

/s/ Raul S. McQuivey 05/20/2014
**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) Transaction amount represents a bona fide gift contribution to the Church of Jesus Christ of Latter Day Saints.
(2) Mr. McQuivey holds 302,500 shares of Sutron Corp common stock through the Raul S. McQuivey Trust dated 3/24/1999 following the transaction reported in Table I.
(3) Each restricted stock unit is the economic equivalent of one share of Sutron Corp common stock.
(4) Represents the conversion upon vesting of Restricted Stock Units into common stock. On May 9, 2012, the reporting person was granted 6,000 Restricted Stock Units, of which two blocks of Restricted Stock Units representing 1/4 of the original May 9, 2012 grant each are eligible for vesting and conversion on January 1, 2013. The remaining two blocks of Restricted Stock Units representing 1/4 of the original May 9, 2012 grant each are eligible for vestinga nd conversion on January 1, 2014.
(5) Figure represents 110,000 options granted on October 18, 2012, under the Issuer's 2002 Stock Option Plan and Stock Option Agreement, and 6,000 restricted stock units granted on May 9, 2012.
(6) Vests 22,000 shares (20%) in five installments on October 18, 2003, October 18, 2004, October 18, 2005, October 18, 2006, and October 18, 2007.
(7) Options granted on October 18, 2002, under the Issuer's 2002 Stock Option Plan and Stock Option Agreement.
(8) Figure represents 6,000 Restricted Stock Units granted on May 9, 2012.

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