S James Miller Form 4 IMAGEWARE SYSTEMS / S JAMES MILLER ownership change

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^*

MILLER S JAMES

(Last) (First) (Middle)

10815 RANCHO BERNARDO RD.

SUITE 310

(Street)

SAN DIEGO CA 92127

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IMAGEWARE SYSTEMS INC [ IWSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHAIRMAN AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2018

4. If Amendment, Date of 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

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

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 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
Warrant	$0.01	09/10/2018		J(1)		3,987		09/10/2018(2)	09/10/2028(3)	Common Stock	3,987	$0(1)	3,987	D

Explanation of Responses:

1. On September 10, 2018, the Issuer's Board of Directors declared a special dividend, payable to all holders of record of shares of the Issuer's Series A Convertible Preferred Stock ("Series A Preferred") as of September 10, 2018, pursuant to which the Reporting Person received the warrants reported herein.

2. The warrants may only be exercised concurrently with the conversion of shares of Series A Preferred held by the Reporting Person into shares of the Issuer's common stock.

3. The warrants will expire on the earliest to occur of (i) the conversion by the Reporting Person of all shares of Series A Preferred held by the Reporting Person into shares of the Issuer's common stock, (ii) the redemption by the Issuer of all outstanding shares of Series A Preferred held by the Reporting Person, (iii) the warrants no longer representing the right to purchase any shares of the Issuer's common stock, or (iv) the tenth anniversary of the date of issuance.

	/s/ Wayne Wetherell, Attorney-in-Fact	09/21/2018
	** 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).
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