POSITIVEID (PSID) Form 4 POSITIVEID / LYLE L PROBST 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^*

PROBST LYLE L

(Last) (First) (Middle)

1690 SOUTH CONGRESS AVENUE

SUITE 201

(Street)

DELRAY BEACH FL 33445

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
POSITIVEID Corp [ PSID ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2016

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
Series I Convertible Preferred Stock(1)	(2)	08/11/2016		J(1)			415(1)	(1)	(4)	Common Stock	415(3)	(1)	0(1)	D
Series II Convertible Preferred Stock(1)(5)	$0.1(5)	08/11/2016		A		456(5)		(5)	(4)	Common Stock	456(5)	(5)	456(5)	D

Explanation of Responses:

1. Mr. Probst has entered into an exchange agreement pursuant to which he has exchanged 415 shares of Series I Convertible Preferred Stock, with a liquidation value of $456,419, for 456 shares of Series II Convertible Preferred Stock, with an initial liquidation value of $456,000. Any such shares of Series I Convertible Preferred Stock previously issued to Mr. Probst are null and void and any and all rights arising thereunder are extinguished.

2. The Series I post reverse stock split conversion prices were (i) $1.80;(ii) $1.23; (iii) $1.35; and (iv) 1.04, based on the conversion prices on such dates of grant of the Series I, and had a vesting date of January 1, 2017.

3. The 415 shares of the Company's Convertible Series I Preferred Stock were convertible as of August 11, 2016 into 367,393 shares of common stock, par value of $0.01.

4. No expiration date

5. The Series II granted to Mr. Probst has a stated value of $1,000 per share and as of August 11, 2016, are convertible into 4,614,954 shares of common stock, par value of $0.01, at $0.10 per share. Each share of Series II holds 25 votes per share for a total of 115,373,862 votes. These shares constitute the majority of his beneficial ownership in the Company. The Series II shares will vest on January 1, 2019.

	/s/ Allison Tomek, Attorney-in-Fact	08/12/2016
	** 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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