Statement of Changes in Beneficial Ownership (4)
August 10 2020 - 6:09PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
GOLDMAN NEAL I |
2. Issuer Name and Ticker or Trading Symbol
IMAGEWARE SYSTEMS INC
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IWSY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O IMAGEWARE SYSTEMS, INC., 13500 EVENING CREEK DRIVE N SUITE 550 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/29/2020 |
(Street)
SAN DIEGO, CA 92128
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Convertible Note | $0.16 | 6/29/2020 | | P | | $450000 | | 6/29/2020 | 10/13/2020 (1) | Common Stock | 2812500 (2) | $450000 | $450000 (1) | D | |
Series A Convertible Preferred Stock | (3) | 7/9/2020 | | D | | | 4717 | (4) | (5) | Common Stock | 4107739 | (6) | 4717 | D | |
Series A-1 Convertible Preferred Stock | (7) | 7/9/2020 | | A | | 4717 | | 7/9/2020 | (8) | Common Stock | 7256923 | (6) | 4717 | D | |
Explanation of Responses: |
(1) | The Convertible Note matures on the earlier to occur of October 13, 2020, or on such date that the Issuer consummates a debt and/or equity financing resulting in net proceeds to the Issuer of at least $3.0 million. Interest accrues on the outstanding principal amount of the Convertible Note beginning on April 13, 2020 at a rate equal to 5% per annum. |
(2) | Represents the number of shares of common stock issuable upon conversion of the principal amount of the Convertible Note at the initial conversion price of the Convertible Note. |
(3) | Each share of Series A Convertible Preferred Stock ("Series A Preferred") has a liquidation preference of $1,000 per share ("Series A Liquidation Preference"), and is convertible, at the option of the holder, into that number of shares of the Issuer's common stock equal to the Series A Liquidation Preference, divided by $1.15. |
(4) | 3,133 shares of Series A Preferred were convertible immediately on the acquisition date of September 19, 2017, and 6,301 shares of Series A Preferred were convertible immediately on the acquisition date of September 10, 2018. |
(5) | Shares of Series A Preferred remain convertible so long as the shares remain issued and outstanding. |
(6) | On July 9, 2020, the Issuer and the Reporting Person entered into an Exchange Agreement, Consent and Waiver pursuant to which the Reporting Person agreed to exchange one-half of their Series A Preferred for an equivalent number of Series A-1 Convertible Preferred Stock ("Series A-1 Preferred"), in consideration for their waiver of Series A Preferred dividends payable to the Reporting Person for the quarters ended March 31, 2020 and June 30, 2020. |
(7) | Each share of Series A-1 Preferred Stock has a liquidation preference of $1,000 per share ("Series A-1 Liquidation Preference"), and is convertible, at the option of the holder, into that number of shares of the Issuer's common stock equal to the Series A-1 Liquidation Preference, divided by $0.65. |
(8) | Shares of Series A-1 Preferred remain convertible so long as the shares remain issued and outstanding. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GOLDMAN NEAL I C/O IMAGEWARE SYSTEMS, INC. 13500 EVENING CREEK DRIVE N SUITE 550 SAN DIEGO, CA 92128 | X | X |
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Signatures
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/s/ Neal I. Goldman | | 8/10/2020 |
**Signature of Reporting Person | Date |
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