SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IMAGEWARE SYSTEMS INC [ IWSY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/19/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 18,398,959(1) | D | ||||||||
| Common Stock | 147,700 | I | By Neal and Marlene Goldman Foundation | |||||||
| Common Stock | 11,361,077 | I | By Individual Retirement Account Beneficially Owned by Neal Goldman | |||||||
| Common Stock | 3,000,000 | I | By Goldman Family 2012 GST Trust | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Series E Convertible Preferred Stock | $1.9 | 09/19/2017 | D | 2,278 | 02/05/2015 | (2) | Common Stock | 1,198,947 | (3) | 0 | D | ||||
| Series A Convertible Preferred Stock | $1.15 | 09/19/2017 | A | 2,278 | 09/19/2017 | (4) | Common Stock | 1,980,869(5) | (3) | 2,278 | D | ||||
| Series A Convertible Preferred Stock | $1.15 | 09/19/2017 | P | 855 | 09/19/2017 | (4) | Common Stock | 743,478(5) | $1,000 | 3,133 | D | ||||
| Stock Options | $1.37 | (6) | 09/22/2026 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options | $1.37 | (7) | 09/22/2026 | Common Stock | 24,000 | 24,000 | D | ||||||||
| Stock Options | $1.73 | (6) | 09/14/2025 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options | $1.73 | (8) | 09/14/2025 | Common Stock | 24,000 | 24,000 | D | ||||||||
| Stock Options | $2.29 | (6) | 12/15/2024 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options | $1.93 | (9) | 10/29/2023 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options | $0.93 | (10) | 02/08/2023 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Convertible Line of Credit | $1.25 | (11) | 12/31/2018 | Common Stock | 4,400,000 | $5,500,000 | D | ||||||||
| Explanation of Responses: |
| 1. Amount reported includes 4,955,375 shares of the Issuer's common stock from Goldman Partners, LP to the Reporting Person, which transfer was an exempt transaction under Rule 16a-13 of the Securities Exchange Act of 1934, as amended, as the Reporting Person maintained indirect ownership over the shares prior to the transfer. Amount reported also includes shares of the Issuer's common stock issued to the Reporting Person as payment of accrued dividends on shares of Series E Convertible Preferred. |
| 2. Shares of Series E Convertible Preferred Stock ("Series E Preferred") remain convertible so long as the shares remain issued and outstanding. |
| 3. Pursuant to the terms and conditions of an Exchange Agreement by and between the Reporting Person and the Issuer, the Reporting Person cancelled all shares of Series E Preferred held, in exchange for the same number of shares of Series A Convertible Preferred Stock ("Series A Preferred"). |
| 4. Shares of Series A Preferred remain convertible so long as the shares remain issued and outstanding. |
| 5. Each share of Series A Preferred has a liquidation preference of $1,000 per share ("Liquidation Preference"), and is convertible, at the option of the holder, into that number of shares of the Issuer's common stock equal to the Liquidation Preference, divided by $1.15. |
| 6. One third of the options will vest on the one-year anniversary of the grant date, with the remainder vesting equally in eight quarterly installments thereafter. |
| 7. Options will vest ratably over a 12 month period beginning in January 2017. |
| 8. Options vested ratably over a 12 month period beginning in January 2016, and became fully vested in January 2017. |
| 9. Options vested in accordance with the following schedule: 3,336 shares vested on the one year anniversary of the grant date, and the remainder vested equally in eight quarterly installments. |
| 10. Options vested in accordance with the following schedule: 3,336 shares on February 8, 2014, and 833 shares on each of the next eight quarterly anniversaries thereafter. |
| 11. Any amounts outstanding under the Line of Credit are convertible, at the option of the Reporting Person, into that number of shares of the Issuer's common stock equal to the outstanding amount, divided by $1.25 per share. As of June 30, 2017, the Issuer had drawn down on all amounts available under the Line of Credit. |
| /s/ Neal I. Goldman | 09/21/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||