Richard A. Ehrich Form 3 IMAGE SENSING SYSTEMS / Richard A. Ehrich ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ehrich Richard A.

(Last) (First) (Middle)

1600 UNIVERSITY AVE W., #500

(Street)

ST. PAUL MN 55104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2016

3. Issuer Name and Ticker or Trading Symbol
IMAGE SENSING SYSTEMS INC [ ISNS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,436	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	10/17/2017	Common Stock	10,000	6.86	D
Employee Stock Option (right to buy)	(2)	09/17/2022	Common Stock	5,000	5	D
Employee Stock Option (right to buy)	(3)	05/13/2024	Common Stock	5,000	4.22	D

Explanation of Responses:

1. The option became exercisable in four equal installments on October 17, 2012, October 17, 2013, October 17, 2014 and October 17, 2015.

2. The option is exercisable in four equal installments. The first three installments became exercisable on September 17, 2013, September 17, 2014 and September 17, 2015, and the last installment will become exercisable on September 17, 2016.

3. The option is exercisable in four equal installments. The first two installments became exercisable on May 13, 2015 and May 13, 2016, and the next two installments will become exercisable on May 13, 2017 and May 13, 2018.

	/s/ Richard A. Ehrich	06/29/2016
	** 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 5 (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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