SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IMAGEWARE SYSTEMS INC [ IWSY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/29/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Note | $0.16 | 06/29/2020 | P | $450,000 | 06/29/2020 | 10/13/2020(1) | Common Stock | 2,812,500(2) | $450,000 | $450,000(1) | D | ||||
Series A Convertible Preferred Stock | (3) | 07/09/2020 | D | 4,717 | (4) | (5) | Common Stock | 4,107,739 | (6) | 4,717 | D | ||||
Series A-1 Convertible Preferred Stock | (7) | 07/09/2020 | A | 4,717 | 07/09/2020 | (8) | Common Stock | 7,256,923 | (6) | 4,717 | D |
Explanation of Responses: |
1. The Convertible Note matures on the earlier to occur of October 13, 2020, or on such date that the Issuer consummates a debt and/or equity financing resulting in net proceeds to the Issuer of at least $3.0 million. Interest accrues on the outstanding principal amount of the Convertible Note beginning on April 13, 2020 at a rate equal to 5% per annum. |
2. Represents the number of shares of common stock issuable upon conversion of the principal amount of the Convertible Note at the initial conversion price of the Convertible Note. |
3. Each share of Series A Convertible Preferred Stock ("Series A Preferred") has a liquidation preference of $1,000 per share ("Series A 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 Series A Liquidation Preference, divided by $1.15. |
4. 3,133 shares of Series A Preferred were convertible immediately on the acquisition date of September 19, 2017, and 6,301 shares of Series A Preferred were convertible immediately on the acquisition date of September 10, 2018. |
5. Shares of Series A Preferred remain convertible so long as the shares remain issued and outstanding. |
6. On July 9, 2020, the Issuer and the Reporting Person entered into an Exchange Agreement, Consent and Waiver pursuant to which the Reporting Person agreed to exchange one-half of their Series A Preferred for an equivalent number of Series A-1 Convertible Preferred Stock ("Series A-1 Preferred"), in consideration for their waiver of Series A Preferred dividends payable to the Reporting Person for the quarters ended March 31, 2020 and June 30, 2020. |
7. Each share of Series A-1 Preferred Stock has a liquidation preference of $1,000 per share ("Series A-1 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 Series A-1 Liquidation Preference, divided by $0.65. |
8. Shares of Series A-1 Preferred remain convertible so long as the shares remain issued and outstanding. |
/s/ Neal I. Goldman | 08/10/2020 | |
** 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 4 (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. |