Autoscope Technologies (AATC) Form 4 Change in insider ownership

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^*

AB Value Management LLC

(Last) (First) (Middle)

84 ELM STREET

(Street)

WESTFIELD NJ 07090

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IMAGE SENSING SYSTEMS INC [ ISNS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
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
Common Stock, $0.1 par value	08/19/2015		P		4,500(1)	A	$4.0966(2)	822,693(3)	I	See Footnote(4)
Common Stock, $0.1 par value	08/20/2015		P		5,700(5)	A	$4.0813(6)	828,393(7)	I	See Footnote(8)
Common Stock, $0.1 par value	08/20/2015		P		45,500(9)	A	$3.8692(10)	45,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. Represents 2,250 Shares of Common Stock purchased directly by AB Value Partners, LP and 2,250 Shares of Common Stock AB Value Management LLC had caused the Managed Account to directly purchase.

2. The price reported in Column 4 is a weighted average price.

3. Represents 433,827 Shares of Common Stock owned directly by AB Value Partners, LP, 388,866 Shares of Common Stock AB Value Management LLC had caused its Managed Account to directly own.

4. This Form 4 is filed jointly by AB Value Management LLC, AB Value Management LLC's Managed Account, AB Value Partners, LP, and Andrew Berger ("Mr. Berger"). By virtue of their relationships with AB Value Partners, LP, each of AB Value Management LLC and Mr. Berger may be deemed to beneficially own the Shares owned by AB Value Partners, LP and the Managed Account.

5. Represents 2,850 Shares of Common Stock purchased directly by AB Value Partners, LP and 2,850 Shares of Common Stock AB Value Management LLC had caused the Managed Account to directly purchase.

6. The price reported in Column 4 is a weighted average price.

7. Represents 436,677 Shares of Common Stock owned directly by AB Value Partners, LP, 391,716 Shares of Common Stock AB Value Management LLC had caused its Managed Account to directly own.

8. This Form 4 is filed jointly by AB Value Management LLC, AB Value Management LLC's Managed Account, AB Value Partners, LP, and Andrew Berger ("Mr. Berger"). By virtue of their relationships with AB Value Partners, LP, each of AB Value Management LLC and Mr. Berger may be deemed to beneficially own the Shares owned by AB Value Partners, LP and the Managed Account.

9. Represents 45,500 Shares of Common Stock purchased directly by Mr. Andrew Berger.

10. The price reported in Column 4 is a weighted average price.

	By: AB Value Partners, LP By: AB Value Management LLC, General Partner By: /s/ Andrew Berger, Manager	08/20/2015
	By: AB Value Management LLC, By: /s/ Andrew Berger, Manager	08/20/2015
	By: Andrew Berger	08/20/2015
	** 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).
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