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)
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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) 05/08/2020 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 05/08/2020 | A | 160,000(1) | A | (1) | 459,377 | D |
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 | ||||||||
Stock Option (Right to Buy) | $0.92 | 05/08/2020 | D | 100,000 | (2) | 02/02/2022 | Common Stock | 100,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $1.93 | 05/08/2020 | D | 10,000 | (3) | 10/29/2023 | Common Stock | 10,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $2.29 | 05/08/2020 | D | 10,000 | (4) | 12/15/2024 | Common Stock | 10,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $1.73 | 05/08/2020 | D | 75,000 | (5) | 09/14/2025 | Common Stock | 75,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $1.37 | 05/08/2020 | D | 75,000 | (6) | 09/22/2026 | Common Stock | 75,000 | (1) | 0 | D | ||||
Stock Option (Right to Buy) | $1.75 | 05/08/2020 | D | 50,000 | (7) | 01/31/2028 | Common Stock | 50,000 | (1) | 0 | D |
Explanation of Responses: |
1. On May 8, 2020, the Issuer cancelled certain stock options held by the Reporting Person, originally granted on January 29, 2010, February 2, 2012, October 29, 2013, December 12, 2015, September 14, 2015, September 22, 2016, and January 31, 2018. In exchange for the cancelled stock options, the reporting person received 160,000 Restricted Stock Units (the "RSUs") from the Issuer. The RSUs represent a contingent right to receive shares of the Issuer's common stock on a one-for-one basis upon settlement. The RSUs are subject to a three year vesting schedule, whereby 20,000 RSUs vest on May 8, 2020, and 20,000 RSUs vest on each of the next seven quarterly anniversaries thereafter. |
2. Options to purchase 33,400 shares vested on 2/2/2013, with the remainder vesting equally in eight quarterly installments thereafter. |
3. Options to purchase 3,336 shares vested on 10/29/2014, with the remainder vesting equally in eight quarterly installments thereafter. |
4. One-third of the options vested on 12/12/2016, with the remainder vesting equally in eight quarterly installments thereafter. |
5. The reporting person was originally granted options to purchase 150,000 shares, of which 75,000 options vested only upon reaching certain achievement milestones that were not achieved. The option to purchase the remaining 75,000 shares was subject to a three year vesting schedule, whereby one third of the remaining 75,000 options vested on 9/14/2016, with the remainder vesting equally in eight quarterly installments thereafter. |
6. One-third of the options vested on 9//22/2017, with the remainder vesting equally in eight quarterly installments thereafter.. |
7. One-third of the options vested on 1/31/2019, with the remainder vesting equally in eight quarterly installments thereafter. |
/s/ Wayne Wetherell | 08/19/2020 | |
** 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. |