Daniel Mack Form 3 IMAGEWARE SYSTEMS / Wilmot B. Harkey 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^*

Nantahala Capital Management, LLC

(Last) (First) (Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/12/2020

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	7,816,876	I	See Footnote(1)

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
Series C Convertible Redeemable Preferred Stock	(2)	(2)	Common Stock	7,500,000	1	I	See Footnote(1)

1. Name and Address of Reporting Person^*

Nantahala Capital Management, LLC

(Last) (First) (Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Harkey Wilmot B.

(Last) (First) (Middle)

C/O NANTAHALA CAPITAL MANAGEMENT, LLC

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mack Daniel

(Last) (First) (Middle)

C/O NANTAHALA CAPITAL MANAGEMENT, LLC

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

Explanation of Responses:

1. Nantahala Capital Management, LLC ("NCM"). as investment adviser to certain private funds and managed accounts that hold the ImageWare Systems, Inc. ("ImageWare") common stock ("Common Stock") and Series C Convertible Redeemable Preferred Stock ("Series C Preferred Stock") disclosed in this Form 3, may be deemed a beneficial owner of such securities. Each of Mr. Wilmot B Harkey and Mr. Daniel Mack may be deemed a beneficial owner of Common Stock and Series C Preferred Stock beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack disclaims beneficial ownership of the ImageWare securities disclosed herein except to the extent of their respective pecuniary interests therein.

2. Series C Preferred Stock is convertible to Common Stock at the option of the holder at any time, or at the option of ImageWare upon the satisfaction of certain conditions. Series C Preferred Stock does not expire, but is subject to certain redemption rights, including at the option of ImageWare upon a qualifying change of control and at the option of the holder at any time after September 10, 2021 or upon a qualifying change of control.

	/s/ Paul E. Rehm, Chief Compliance Officer	10/15/2020
	/s/ Wilmot B. Harkey	10/15/2020
	/s/ Daniel Mack	10/15/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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