SEC Form 4 · accession 0001415889-17-001555
IMAGEWARE SYSTEMS INC · IWSY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neal I Goldman
Director · 10% Owner
Period of report
Sep 19, 2017
Accepted (ET)
Sep 21, 2017 · 9:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000941685
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 18,398,959 | D | ||
| Common Stock | holding | — | — | — | 147,700 | I | By Neal and Marlene Goldman Foundation | |
| Common Stock | holding | — | — | — | 11,361,077 | I | By Individual Retirement Account Beneficially Owned by Neal Goldman | |
| Common Stock | holding | — | — | — | 3,000,000 | I | By Goldman Family 2012 GST Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series E Convertible Preferred StockF3,F2 | $1.90 | Sep 19, 2017 | D | 2,278 | D | Feb 5, 2015 | — | Common Stock | 1,198,947 | 0 | D |
| Series A Convertible Preferred StockF3,F4,F5 | $1.15 | Sep 19, 2017 | A | 2,278 | A | Sep 19, 2017 | — | Common Stock | 1,980,869 | 2,278 | D |
| Series A Convertible Preferred StockF4,F5 | $1.15 | Sep 19, 2017 | P | 855 | A | Sep 19, 2017 | — | Common Stock | 743,478 | 3,133 | D |
| Stock OptionsF6 | $1.37 | holding | — | — | — | — | Sep 22, 2026 | Common Stock | 10,000 | 10,000 | D |
| Stock OptionsF7 | $1.37 | holding | — | — | — | — | Sep 22, 2026 | Common Stock | 24,000 | 24,000 | D |
| Stock OptionsF6 | $1.73 | holding | — | — | — | — | Sep 14, 2025 | Common Stock | 10,000 | 10,000 | D |
| Stock OptionsF8 | $1.73 | holding | — | — | — | — | Sep 14, 2025 | Common Stock | 24,000 | 24,000 | D |
| Stock OptionsF6 | $2.29 | holding | — | — | — | — | Dec 15, 2024 | Common Stock | 10,000 | 10,000 | D |
| Stock OptionsF9 | $1.93 | holding | — | — | — | — | Oct 29, 2023 | Common Stock | 10,000 | 10,000 | D |
| Stock OptionsF10 | $0.93 | holding | — | — | — | — | Feb 8, 2023 | Common Stock | 10,000 | 10,000 | D |
| Convertible Line of CreditF11 | $1.25 | holding | — | — | — | — | Dec 31, 2018 | Common Stock | 4,400,000 | — | D |
Explanation of responses
- F1Amount reported includes 4,955,375 shares of the Issuer's common stock from Goldman Partners, LP to the Reporting Person, which transfer was an exempt transaction under Rule 16a-13 of the Securities Exchange Act of 1934, as amended, as the Reporting Person maintained indirect ownership over the shares prior to the transfer. Amount reported also includes shares of the Issuer's common stock issued to the Reporting Person as payment of accrued dividends on shares of Series E Convertible Preferred.
- F10Options vested in accordance with the following schedule: 3,336 shares on February 8, 2014, and 833 shares on each of the next eight quarterly anniversaries thereafter.
- F11Any amounts outstanding under the Line of Credit are convertible, at the option of the Reporting Person, into that number of shares of the Issuer's common stock equal to the outstanding amount, divided by $1.25 per share. As of June 30, 2017, the Issuer had drawn down on all amounts available under the Line of Credit.
- F2Shares of Series E Convertible Preferred Stock ("Series E Preferred") remain convertible so long as the shares remain issued and outstanding.
- F3Pursuant to the terms and conditions of an Exchange Agreement by and between the Reporting Person and the Issuer, the Reporting Person cancelled all shares of Series E Preferred held, in exchange for the same number of shares of Series A Convertible Preferred Stock ("Series A Preferred").
- F4Shares of Series A Preferred remain convertible so long as the shares remain issued and outstanding.
- F5Each share of Series A Preferred has a liquidation preference of $1,000 per share ("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 Liquidation Preference, divided by $1.15.
- F6One third of the options will vest on the one-year anniversary of the grant date, with the remainder vesting equally in eight quarterly installments thereafter.
- F7Options will vest ratably over a 12 month period beginning in January 2017.
- F8Options vested ratably over a 12 month period beginning in January 2016, and became fully vested in January 2017.
- F9Options vested in accordance with the following schedule: 3,336 shares vested on the one year anniversary of the grant date, and the remainder vested equally in eight quarterly installments.