| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No.___)* | |
ID Systems, Inc. | |
| (Name of Issuer) | |
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
449489103 | |
| (CUSIP Number) | |
May 29, 2014 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 9 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 449489103 | 13G | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSON Emancipation Management LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 709,000 shares of Common Stock | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 709,000 shares of Common Stock | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 709,000 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% | |||
| 12 | TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 449489103 | 13G | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSON Emancipation Capital Master, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 709,000 shares of Common Stock | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 709,000 shares of Common Stock | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 709,000 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% | |||
| 12 | TYPE OF REPORTING PERSON CO | |||
| CUSIP No. 449489103 | 13G | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSON Charles Frumberg | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 709,000 shares of Common Stock | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 709,000 shares of Common Stock | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 709,000 shares of Common Stock | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 449489103 | 13G | Page 5 of 9 Pages |
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is ID Systems, Inc., a Delaware corporation (the "Issuer"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| The Issuer's principal executive offices are located at 123 Tice Boulevard, Woodcliff Lake, New Jersey 07677. |
| Item 2(a). | NAME OF PERSON FILING: |
| This statement is filed by: |
| (i) | Emancipation Management LLC, a New York limited liability company ("Emancipation Management"), which serves as the investment manager of Emancipation Master Ltd. (as defined below), with respect to the shares of Common Stock (as defined below) directly held by Emancipation Master Ltd.; | |
| (ii) | Emancipation Capital Master, Ltd., a Cayman islands exempted company ("Emancipation Master Ltd."), with respect to the shares of Common Stock directly held by it; and | |
| (iii) | Mr. Charles Frumberg ("Mr. Frumberg"), who serves as the managing member of Emancipation Management, with respect to the shares of Common Stock directly held by Emancipation Master Ltd. | |
| The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." | ||
| The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein. | ||
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The principal business address of each of the Reporting Persons is 825 Third Avenue, New York, NY 10022. |
| CUSIP No. 449489103 | 13G | Page 6 of 9 Pages |
| Item 2(c). | CITIZENSHIP: |
| Emancipation Management is a New York limited liability company. Emancipation Master Ltd. is a Cayman Islands exempted company. Mr. Frumberg is a citizen of the United States of America. |
| Item 2 | TITLE OF CLASS OF SECURITIES: |
| Common Stock, par value $0.01 per share (the "Common Stock"). |
| Item 2 | CUSIP NUMBER: |
| 449489103 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act, | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act, | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act, | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940, | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F), | |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act, | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________________________________ |
| CUSIP No. 449489103 | 13G | Page 7 of 9 Pages |
| Item 4. | OWNERSHIP |
| The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
| The Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 filed on May 14, 2014 indicates that as of May 6, 2014, there were 12,287,483 shares of Common Stock outstanding. The percentage set forth in Row (11) of the cover page for each Reporting Person is based on the Issuer's outstanding shares of Common Stock. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. |
| Item 10. | CERTIFICATION. |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 449489103 | 13G | Page 8 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: June 6, 2014
| Emancipation Management LLC |
| By: | /s/ Charles Frumberg | ||
| Name: | Charles Frumberg | �� | |
| Title: | Managing Member |
| Emancipation Capital Master, Ltd. |
| By: | /s/ Charles Frumberg | ||
| Name: | Charles Frumberg | ||
| Title: | Director |
| /s/ Charles Frumberg | ||
| Charles Frumberg |
| CUSIP No. 449489103 | 13G | Page 9 of 9 Pages |
EXHIBIT I
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED as of June 6, 2014
| Emancipation Management LLC |
| By: | /s/ Charles Frumberg | ||
| Name: | Charles Frumberg | ||
| Title: | Managing Member |
| Emancipation Capital Master, Ltd. |
| By: | /s/ Charles Frumberg | ||
| Name: | Charles Frumberg | ||
| Title: | Director |
| /s/ Charles Frumberg | ||
| Charles Frumberg |
