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 *
MOORE JOHN A
  2. Issuer Name and Ticker or Trading Symbol
ACORN FACTOR, INC. [ACFN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O ACORN FACTOR, INC.
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2006
(Street)

MAHWAH, NJ 07430
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

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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
Stock Option $ 2 12/28/2006   D(1)     200,000 09/30/2006(4) 03/31/2011 Common Stock 200,000 (2) 0 D  
Stock Option $ 2.6 12/28/2006   A(1)   200,000   09/30/2006(4) 03/31/2011 Common Stock 200,000 (2) 200,000 D  
Stock Option $ 2.25 12/28/2006   D(1)     200,000   (3) 03/31/2011 Common Stock 200,000 (2) 0 D  
Stock Option $ 2.6 12/28/2006   A(1)   200,000     (3) 03/31/2011 Common Stock 200,000 (2) 200,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MOORE JOHN A
C/O ACORN FACTOR, INC.
MAHWAH, NJ 07430
      Chief Executive Officer  

Signatures

 /s/ Sheldon Krause as Attorney-in-Fact   01/03/2007
**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) These options, granted on March 27, 2006, were modified on December 28, 2006 to increase the exercise price to $2.60, the fair market value of the Issuer's Common Stock on the date of grant. The modification was made pursuant to transition relief under Internal Revenue Code Section 409A.
(2) N/A.
(3) Vested with respect to 100,000 and subject to accelerated vesting with respect to the remaining 100,000 upon the earlier of (a) the Issuer's Common Stock achieving a five-day average closing market price of $5.00 or greater per share, (b) the termination of Mr. Moore's employment by the Issuer without Cause, (c) termination by Mr. Moore of his employment with the Issuer for Good Reason (d) a Change of Control of the Issuer (each as defined in Mr. Moore's Option Agreement with the Issuer) or (e) March 30, 2009.
(4) Subject to accelerated vesting upon (a) termination of Mr. Moore's employment without Cause, (b) termination by Mr. Moore of his employment with Issuer for Good Reason or (c) a Change of Control of the issuer (each as defined in Mr. Moore's Option Agreement with the Issuer).

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