Statement of Ownership (sc 13g)
May 21 2021 - 4:19PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2
Under
the Securities Exchange Act of 1934
(Amendment
No. ______)*
Image
Sensing Systems, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
45244C104
(CUSIP
Number)
April
30, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*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).
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CUSIP No. 45244C104
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13G
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Page 2 of 7 Pages
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1.
|
Names
of Reporting Persons
Panos
G. Michalopoulos
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2.
|
Check
the Appropriate Box if a
Member of a Group (see
instructions)
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(a)
☐
(b)
☐
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3.
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SEC
USE ONLY
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4.
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Citizenship
or Place of Organization
Florida,
United States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5.
|
Sole
Voting Power
189,773
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|
6.
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Shared
Voting Power
-0-
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7.
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Sole
Dispositive Power
189,773
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8.
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Shared
Dispositive Power
-0-
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
189,773
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|
10.
|
Check
if the Aggregate Amount
in Row (9) Excludes Certain
Shares
(see
instructions)
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☑(1)
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11.
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Percent
of Class Represented by Amount in Row 9
3.54%
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12.
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Type
of Reporting Person (see instructions)
IN
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(1)The
Schedule 13D (Amendment No. 1) filed by Dr. Michalapoulos on September 5, 2006 reported that the shares then reported as being
owned by him included 182,336 shares of common stock held by Ms. Betty Papapanou (the former spouse of Dr. Michalopoulos). Because
Dr. Michalopoulos did and does not have voting or dispositive power with respect to these shares, he disclaims beneficial interest
with respect to these shares.
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CUSIP No. 45244C104
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13G
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Page 3 of 7 Pages
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1.
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Names
of Reporting Persons
Transatlantic
Emporium & Technology Exchange L.L.C.
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|
2.
|
Check
the Appropriate Box if a
Member of a Group (see
instructions)
|
(a)
☐
(b)
☐
|
|
3.
|
SEC
USE ONLY
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|
4.
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Citizenship
or Place of Organization
Delaware
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|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
189,773
|
|
6.
|
Shared
Voting Power
-0-
|
|
7.
|
Sole
Dispositive Power
189,773
|
|
8.
|
Shared
Dispositive Power
-0-
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
189,773
|
|
10.
|
Check
if the Aggregate Amount
in Row (9) Excludes Certain
Shares
(see
instructions)
|
☐
|
|
11.
|
Percent
of Class Represented by Amount in Row 9
3.54%
|
|
12.
|
Type
of Reporting Person (See instructions)
OO
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|
|
|
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CUSIP No. 45244C104
|
13G
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Page 4 of 7 Pages
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Item
1(a).
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Name
of Issuer:
Image
Sensing Systems, Inc.
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
400
Spruce Tree Centre, 1600 University Avenue West, St. Paul, MN 55104
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Item
2(a).
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Name
of Person Filing:
The
names of the persons filing this report (collectively, the “Reporting Persons”) are:
Panos
G. Michalopoulos
Transatlantic
Emporium & Technology Exchange L.L.C.
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Item
2(b).
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Address
of Principal Business Office or, if none, Residence:
The
address of the principal business office of each of the Reporting Persons is:
C/o
Panos G. Michalopoulos, 631 Riverview Boulevard, Apartment 405, Deerfield Beach, FL 33441
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Item
2(c).
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Citizenship:
Dr.
Michalopoulos is a resident of Florida, United States of America. Transatlantic Emporium & Technology Exchange L.L.C.
is a Delaware limited liability company.
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Item
2(d).
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Title
of Class of Securities:
Common
Stock
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Item
2(e).
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CUSIP
Number:
45244C104
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Item
3.
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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:
Not
applicable.
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CUSIP No. 45244C104
|
13G
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Page 5 of 7 Pages
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
Beneficially Owned:
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189,773*
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(b)
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Percent
of Class:
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3.54%*
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
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189,773*
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(ii)
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Shared
power to vote or to direct the vote
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-0-
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(iii)
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Sole
power to dispose or to direct the disposition of
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189,773*
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(iv)
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Shared
power to dispose or to direct the disposition of
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-0-
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*
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The
ownership percentages reported are based upon 5,354,337 shares of common stock outstanding
as of April 30, 2021 as reported in the Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021 filed by Image Sensing Systems, Inc. with the Securities and Exchange
Commission on May 3, 2021. Transatlantic Emporium & Technology Exchange L.L.C. (“Transatlantic”)
is the record holder of all of the shares. Dr. Michalopoulos controls Transatlantic and
owns 100% of the equity interests of Transatlantic.
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Item
5.
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Ownership
of 5 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 5 percent of the class of securities, check the following: ☑
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Item
6.
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Ownership
of More than 5 Percent on Behalf of Another Person.
Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person.
Not
applicable.
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CUSIP No. 45244C104
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13G
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Page 6 of 7 Pages
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Item
8.
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Identification
and Classification of Members of the Group.
Not
applicable.
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Item
9.
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Notice
of Dissolution of a Group.
Not
applicable.
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Item
10.
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Certification
|
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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CUSIP No. 45244C104
|
13G
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Page 7 of 7 Pages
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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:
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May
21, 2021
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By:
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/s/
Panos G. Michalopoulos
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Name:
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Panos
G. Michalopoulos
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Date:
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May
21, 2021
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Name:
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Transatlantic
Emporium & Technology Exchange L.L.C.
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By:
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/s/ Panos
G. Michalopoulos
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Panos
G. Michalopoulos
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Its
Owner
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