| 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 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/25/2020 | 3. Issuer Name and Ticker or Trading Symbol BIO KEY INTERNATIONAL INC [ BKYI ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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 Shares, par value $0.0001 | 4,125(1) | 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 | ||||
| Stock Option (Right to Purchase) | 03/23/2018(2) | 03/24/2025 | Common Shares, par value $0.0001 | 3,125 | 15.68 | D | |
| Stock Option (Right to Purchase) | 03/21/2019(3) | 03/21/2026 | Common Shares, par value $0.0001 | 3,125 | 9.44 | D | |
| Stock Option (Right to Purchase) | 03/14/2014(4) | 03/13/2021 | Common Shares, par value $0.0001 | 1,563 | 39.36 | D | |
| Stock Option (Right to Purchase) | 08/13/2015(4) | 08/13/2022 | Common Shares, par value $0.0001 | 2,084 | 17.272 | D | |
| Stock Option (Right to Purchase) | 03/16/2017(4) | 03/16/2024 | Common Shares, par value $0.0001 | 12,500 | 21.2 | D | |
| Explanation of Responses: |
| 1. 4,125 restricted shares of common stock were issued under the Issuer's Amended & Restated 2015 Equity Incentive Plan and are subject to forfeiture if the Reporting Person does not remain in continuous employment or service with the Issuer for a period of three (3) years from August 25, 2020. The foregoing restrictions lapse in equal annual installments over such three (3) year period. Does not include 10,000 shares of common stock purchased on the open market after the Date of Event Requiring Statement. |
| 2. Represents shares issuable upon exercise of options granted to the Reporting Person on March 23, 2018 under the Issuer's 2015 Equity Incentive Plan. The options, have a term of seven years, and vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to the Reporting Person's continued employment with or service to the Issuer through the applicable vesting date. As of the date of this Report, 2,083 options are currently exercisable. |
| 3. Represents shares issuable upon exercise of options granted to the Reporting Person on March 21, 2019 under the Issuer's 2015 Equity Incentive Plan. The options, have a term of seven years, and vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to the Reporting Person's continued employment with or service to the Issuer through the applicable vesting date. As of the date of this Report, 1,042 options are currently exercisable. |
| 4. All options are currently exercisable. |
| Remarks: |
| Senior Vice President and Chief Legal Officer |
| /s/ James D. Sullivan | 12/01/2020 | |
| ** 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). | ||
| 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. | ||
