Image Sensing Systems Inc - Amended Statement of Ownership (SC 13G/A)
February 14 2008 - 1:29PM
Edgar (US Regulatory)
|
|
|
|
UNITED
STATES
|
|
|
SECURITIES
AND EXCHANGE COMMISSION
|
|
|
Washington,
D.C. 20549
|
|
|
|
|
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 4)*
Image
Sensing Systems, Inc.
(Name of Issuer)
Common
Stock, $.01 par value
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
x
|
Rule 13d-1(b)
|
o
|
Rule 13d-1(c)
|
o
|
Rule 13d-1(d)
|
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No.
45244C 10 4
|
|
|
1.
|
Names of Reporting Persons
Walrus Partners, L.L.C.
41-1863369
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
Minnesota
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
143,942
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
143,942
|
|
8.
|
Shared Dispositive Power
0
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
143,942
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|
|
11.
|
Percent of Class Represented
by Amount in Row (9)
3.81%
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
IA
|
|
|
|
|
|
|
2
Item 1.
|
|
(a)
|
Name of Issuer
The name of the issuer is Image Sensing Systems, Inc.
|
|
(b)
|
Address of Issuers
Principal Executive Offices
The address of the principal executive offices of the Issuer is:
500
Spruce Tree Centre
1600
University Ave. W.
St.
Paul, MN 55104
|
|
Item 2.
|
|
(a)
|
Name of Person Filing
This statement is being filed by Walrus Partners, L.L.C.
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
The principal address of the Reporting Persons is:
8014 Olson Memorial, #232
Golden Valley, MN 55427
|
|
(c)
|
Citizenship
Minnesota
|
|
(d)
|
Title of Class of
Securities
Common Stock, $.01 par value
|
|
(e)
|
CUSIP Number
45244C
10 4
|
|
Item 3.
|
If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
|
|
(a)
|
o
|
Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
o
|
Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
o
|
Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
o
|
Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
|
x
|
An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
|
|
(i)
|
o
|
A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
o
|
Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
|
3
Item 4.
|
Ownership
|
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
|
|
(a)
|
Amount beneficially
owned:
143,942
|
|
(b)
|
Percent of class:
3.8% based upon 3,780,604
shares of the Issuer outstanding as of October 8, 2007 as reported in its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
|
|
(c)
|
Number of shares as to
which the person has:
|
|
|
(i)
|
Sole power to vote or to
direct the vote
143,942
|
|
|
(ii)
|
Shared power to vote or to
direct the vote
0
|
|
|
(iii)
|
Sole power to dispose or
to direct the disposition of
143,942
|
|
|
(iv)
|
Shared power to dispose or
to direct the disposition of
0
|
|
Item 5.
|
Ownership of Five Percent or Less
of a Class
|
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following
x
.
|
|
Item 6.
|
Ownership of More than Five Percent
on Behalf of Another Person
|
Walrus Partners, L.L.C.
(Walrus) is an investment adviser registered with the State of Minnesota
and as such, it may be deemed to possess sole voting and dispositive power
over the securities of the Issuer described in this Amendment No. 4 to
Schedule 13G held by its investment advisory clients. However, all securities reported in this
schedule are owned by Walrus clients.
Not more than 5% of the common stock of the Issuer is beneficially
owned by any one client whom Walrus advises.
Walrus disclaims beneficial ownership of any securities held by its
investment advisory clients.
|
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
|
Not
Applicable.
|
|
Item 8.
|
Identification and Classification
of Members of the Group
|
Not
Applicable.
|
|
Item 9.
|
Notice of Dissolution of Group
|
Not
Applicable.
|
|
Item 10.
|
Certification
|
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
|
4
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.
Dated: February 14, 2008
|
|
|
WALRUS PARTNERS, L.L.C.
|
|
|
|
|
|
|
|
|
|
/s/ R. Russell Last
|
|
|
|
|
By:
|
R. Russell Last
|
|
|
|
|
Its:
|
President
|
|
5
Image Sensing Systems (NASDAQ:ISNS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Image Sensing Systems (NASDAQ:ISNS)
Historical Stock Chart
From Jul 2023 to Jul 2024