UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
PositiveID
Corporation
(Name
of Issuer)
Common
Stock - $0.0001 par value
(Title
of Class of Securities)
73740J
407
(CUSIP
Number)
Ned
L. Siegel
1690
South Congress Avenue, Suite 201
Delray
Beach, Florida 33445
561-805-8008
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
March 29, 2017
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES
OF REPORTING PERSONS
Ned
L. Siegel
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
[ ]
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(b)
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
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SC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America
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7
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SOLE
VOTING POWER
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NUMBER
OF
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25,106,100,902
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SHARES
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8
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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0
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EACH
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9
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SOLE
DISPOSITIVE POWER
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REPORTING
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PERSON
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1,004,316,953
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WITH
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10
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SHARED
DISPOSITIVE POWER
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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25,106,100,902
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.6%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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This
Schedule 13D relates to shares of common stock, par value $0.0001 per share (the “Shares”) of PositiveID Corporation,
a Delaware corporation (the “Issuer”), and is being filed by Ned L. Siegel. The principal office of the Issuer is
located at 1690 S. Congress Avenue, Suite 201, Delray Beach, FL 33445.
Item
2. Identity and Background
The
name of the reporting person is Ned L. Siegel. His business address is 1690 South Congress Avenue, Suite 201, Delray Beach, Florida
33445 and his present principal occupation is president of the Issuer. Mr. Siegel is a citizen of the United States of America.
Mr. Siegel has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect
to such laws.
Item
3. Source and Amount of Funds or Other Consideration
The
Issuer granted to Mr. Siegel as non-employee director compensation (i) between June 6, 2012 and December 22, 2015, 60,800 options
to purchase shares at a weighted average price per share of $1.68; and (ii) between February 1, 2011 and December 13, 2013, 12,622
shares of restricted stock.
On
September 30, 2013, pursuant to a liability reduction plan, the Issuer issued Mr. Siegel 14 shares of Series I Convertible Preferred
Stock (“Series I”). The Series I had a stated value of $1,000 per share, and a dividend rate of 6.0% per year. The
Series I Preferred Stock had voting rights equivalent to twenty-five votes per common share equivalent. On December 31, 2013,
the Issuer granted to Mr. Siegel 25 shares of Series I as Board of Directors compensation for 2014. On January 12, 2015, the Issuer
granted to Mr. Siegel 50 shares of Series I as Board of Directors compensation for 2015. On December 22, 2015, as compensation
for 2016 the Issuer granted to Mr. Siegel 25 shares of Series I, at which time he owned a total of 114 shares of Series I.
On
August 11, 2016, Mr. Siegel entered into an exchange agreement pursuant to which he exchanged 114 shares of Series I, with a liquidation
value of $126,053, for 126 shares of Series II Convertible Preferred Stock (“Series II”), with an initial liquidation
value of $126,000. The Series II has a stated value per share of $1,000, and a dividend rate of 6% per year. As with the Series
I Preferred, the Series II Preferred has 25 votes per common share equivalent. Any shares of Series I previously issued to Mr.
Siegel are null and void and any and all rights arising thereunder were extinguished.
From November 11, 2011 through August 18, 2016, the Issuer did
not have a class of securities registered pursuant to Section 12 of the Act. On August 19, 2016, the Issuer filed a registration
statement on Form 8-A registering its class of common stock, par value $0.01 per share (this par value was reduced to $0.0001
per share on January 30, 2017), pursuant to Section 12(g) of the Act.
Mr. Siegel was eligible to file a Schedule 13G by August 29,
2016 because he did not acquire any securities following the registration.
Mr. Siegel is now filing a Schedule 13D because, on March 29, 2017, as Board of Directors compensation
for 2017 the Issuer granted to Mr. Siegel 50 shares of Series II, at which time he owned a total of 176 shares of Series II. This
acquisition, in the aggregate with all other acquisitions following March 29, 2016 (the twelve months immediately preceding the
date of the most recent acquisition), is more than 1.5% of the voting power of the Issuer.
The
Series II granted to Mr. Siegel has a stated value of $1,000 per share and as of March 29, 2017, are convertible into 1,004,243,531
Shares, at a conversion price of $0.00018 per share. The conversion price of the Series II is calculated at 100% of the lowest
daily volume weighted average price of the Common Stock during the subsequent 12 months following the issuance date. As each share
of Series II holds 25 votes per share, the voting rights of Mr. Siegel’s Series II total 25,106,088,280 shares. These shares
constitute the majority of his beneficial ownership in the Company. The Series II shares will vest on January 1, 2019.
Item
4. Purpose of Transaction
The
information set forth in Item 3 is incorporated by reference into this Item 4. Except as set forth in this Schedule 13D, Mr. Siegel
does not have any present plans, arrangements or understandings that relate to or would result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer
(a)
Mr. Siegel beneficially owns 25,106,100,902 shares of the voting power of the Issuer, representing 5.6% of the total voting
power of the Issuer, which includes 25,106,088,280 votes through his ownership of the Series II, 12,622 Shares and 60,800
options that are currently exercisable for Shares. As of March 29, 2017, there were 6,653,301,983 shares of our Common Stock
issued and outstanding, and 3,247 shares of Series II Preferred Stock, which are convertible into 17,680,678,843 shares of
Common Stock, issued and outstanding (the “Series II Conversion Shares”). As each Series II Conversion Share has
the equivalent of 25 votes on each matter submitted to stockholders, the holders of the Series II Preferred Stock have
control of 442,016,971,081 voting shares of the Company.
(b)
Mr. Siegel has sole voting power over 25,106,100,902 shares. He has sole dispositive power over 1,004,316,953 shares, including
1,004,243,531 shares of Series II on an as-converted basis, 12,622 Shares and 60,800 options that are currently exercisable for
Shares. See Item 2 above for identity and background information regarding Mr. Siegel.
(c)
On March 29, 2017, as Board of Directors compensation for 2017 the Issuer granted to Mr. Siegel 50 shares of Series II.
(d)
No other person is known to have a right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the Shares beneficially owned by Mr. Siegel.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
The
information set forth in Items 2 through 5 is incorporated by reference into this Item 6. Except as described in Item 3 above,
to the knowledge of Mr. Siegel, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including
but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies between Mr. Siegel
and any other person, with respect to any securities of the Issuer.
Item
7. Material to be Filed as Exhibits
Not
applicable
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Date:
March 31, 2017
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/s/
Allison Tomek, Attorney-In-Fact
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