Sec Form 3 Filing - Sullivan James David @ BIO KEY INTERNATIONAL INC - 2020-08-25

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sullivan James David 2. Issuer Name and Ticker or Trading Symbol BIO KEY INTERNATIONAL INC [ BKYI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O BIO-KEY INTERNATIONAL, INC., 3349 HIGHWAY 138, BUILDING A, SUITE E 3. Date of Earliest Transaction (MM/DD/YY) 08/25/2020 (Street) WALL, NJ07719 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares, par value $0.0001 4,125 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Option (Right to Purchase) $ 15.68 03/23/2018( 2 ) 03/24/2025 Common Shares, par value $0.0001 3,125 D Stock Option (Right to Purchase) $ 9.44 03/21/2019( 3 ) 03/21/2026 Common Shares, par value $0.0001 3,125 D Stock Option (Right to Purchase) $ 39.36 03/14/2014( 4 ) 03/13/2021 Common Shares, par value $0.0001 1,563 D Stock Option (Right to Purchase) $ 17.272 08/13/2015( 4 ) 08/13/2022 Common Shares, par value $0.0001 2,084 D Stock Option (Right to Purchase) $ 21.2 03/16/2017( 4 ) 03/16/2024 Common Shares, par value $0.0001 12,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sullivan James David C/O BIO-KEY INTERNATIONAL, INC. 3349 HIGHWAY 138, BUILDING A, SUITE E WALL, NJ07719 See Remarks Signatures /s/ James D. Sullivan 12/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )4,125 restricted shares of common stock were issued under the Issuer's Amended & Restated 2015 Equity Incentive Plan and are subject to forfeiture if the Reporting Person does not remain in continuous employment or service with the Issuer for a period of three (3) years from August 25, 2020. The foregoing restrictions lapse in equal annual installments over such three (3) year period. Does not include 10,000 shares of common stock purchased on the open market after the Date of Event Requiring Statement. ( 2 )Represents shares issuable upon exercise of options granted to the Reporting Person on March 23, 2018 under the Issuer's 2015 Equity Incentive Plan. The options, have a term of seven years, and vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to the Reporting Person's continued employment with or service to the Issuer through the applicable vesting date. As of the date of this Report, 2,083 options are currently exercisable. ( 3 )Represents shares issuable upon exercise of options granted to the Reporting Person on March 21, 2019 under the Issuer's 2015 Equity Incentive Plan. The options, have a term of seven years, and vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to the Reporting Person's continued employment with or service to the Issuer through the applicable vesting date. As of the date of this Report, 1,042 options are currently exercisable. ( 4 )All options are currently exercisable.

Remarks: Senior Vice President and Chief Legal Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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