ImageWare Systems (IWSY) Form 3 IMAGEWARE SYSTEMS / Charles Frischer 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^*

Frischer Charles

(Last) (First) (Middle)

C/O IMAGEWARE SYSTEMS, INC.

10815 RANCHO BERNARDO RD., SUITE 310

(Street)

SAN DIEGO CA 92101

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2017

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

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

X	Director	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)

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	139,570	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
Series E Convertible Preferred Stock	02/06/2015	(1)	Common Stock	1,387,368(2)	1.9	D
Series G Convertible Preferred Stock	12/29/2016	(1)	Common Stock	312,667(2)	1.5	D

Explanation of Responses:

1. Both Series E Convertible Preferred Stock ("Series E Preferred") and the Series G Convertible Preferred Stock ("Series G Preferred") remain convertible so long as the shares remain issued and outstanding.

2. Each share of Series E Preferred and Series G Preferred has a liquidation preference of $1,000 per share ("Liquidation Preference"), and is convertible, at the option of the holder, into that number of shares of the Issuer's common stock equal to the Liquidation Preference, divided by $1.90 for shares of Series E Preferred and $1.50 for shares of Series G Preferred.

	/s/ Wayne Wetherell, Attorney-in-Fact	09/21/2017
	** 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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