Statement of Changes in Beneficial Ownership (4)
20 November 2021 - 10:14AM
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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OMB Number:
3235-0287
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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
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Morgan Douglas J |
2. Issuer Name and Ticker or Trading Symbol
IMAGEWARE SYSTEMS INC
[
IWSY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O IMAGEWARE SYSTEMS, INC., 11440 WEST BERNARDO COURT, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/18/2021 |
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(Street)
SAN DIEGO, CA 92127
(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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| Common Stock | 11/18/2021 | | A(1) | | 2675000 (2) | A | $0 | 2675000 | D |
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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 |
| Stock Options | $0.067 | 11/18/2021 | | D (1) | | | 1300000 | (3) | 4/16/2031 | Common Stock | 1300000 | $0 | 0 | D |
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| 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Morgan Douglas J
C/O IMAGEWARE SYSTEMS, INC.
11440 WEST BERNARDO COURT, SUITE 300
SAN DIEGO, CA 92127 | X |
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Signatures
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| /s/ Douglas Morgan | | 11/19/2021 |
| **Signature of Reporting Person | Date |
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