SEC FORM 4

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^*

Demitrieus James M

(Last)

(First)

(Middle)

C/O IMAGEWARE SYSTEMS, INC.

11440 WEST BERNARDO COURT, SUITE 300

(Street)

SAN DIEGO

92127

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2021		A⁽¹⁾		2,675,000⁽²⁾	A	$0	2,675,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$0.067	11/18/2021		D⁽¹⁾			1,300,000	⁽³⁾	04/16/2031	Common Stock	1,300,000	$0	0	D

Explanation of Responses:

1. Pursuant to an Equity Incentive Cancellation Agreement (the "Agreement") entered into by the Reporting Person and the Issuer, certain outstanding stock options previously acquired in a transaction exempt under Rule 16b-3(d) were cancelled by the Issuer in exchange for the issuance to the Reporting Person of Restricted Stock Units ("RSUs") granted pursuant to the Issuer's 2020 Equity Incentive Plan. The transaction was approved by the Company's Board of Directors and is exempt under Rule 16b-3(d) and Rule 16b-3(e)

2. Represents grant of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's common stock. 1,337,500 shares vest April 1, 2022, 74,315 shares vest on May 1, 2022, and the remainder vest ratably on a monthly basis over the subsequent seventeen month period, becoming fully vested on October 1, 2023, subject to continued employment, contracting or engagement with the company at the time of vesting; provided, however, that all unvested RSUs shall vest 100% upon a change in control of the Company.

3. 800,000 of the stock options vested on the grant date of April 16, 2021, with the remainder scheduled to vest in monthly installments of 62,500 stock options thereafter.

	/s/ James Demitrieus	11/19/2021
	** 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.
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