Sec Form 4 Filing - BROADWOOD PARTNERS, L.P. @ COMARCO INC - 2017-09-11

FORM 4 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 BROADWOOD PARTNERS, L.P. 2. Issuer Name and Ticker or Trading Symbol COMARCO INC [ CMRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BROADWOOD CAPITAL INC., 724 FIFTH AVENUE, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/11/2017 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Series A Contingent Convertible Preferred Stock ( 1 ) ( 2 ) 09/11/2017 P 5,000,000 ( 1 )( 2 ) ( 1 )( 2 ) Common Shares 5,000,000 ( 1 ) ( 2 ) 5,000,000 D ( 4 ) Series A Contingent Convertible Preferred Stock ( 1 ) ( 2 ) 09/11/2017 P 0 ( 1 )( 2 ) ( 1 )( 2 ) Common Shares 0 ( 1 ) ( 2 ) 5,000,000 I See Footnote ( 5 ) Rights to be Issued Warrants $ 0.05 09/11/2017 J( 1 )( 2 ) 18,026,500 ( 1 )( 2 ) ( 1 )( 2 ) Common Shares 18,026,500 ( 1 ) ( 2 ) 18,026,500 D ( 4 ) Rights to be Issued Warrants $ 0.05 09/11/2017 J( 1 )( 2 ) 0 ( 1 )( 2 ) ( 1 )( 2 ) Common Shares 0 ( 1 ) ( 2 ) 18,026,500 I See Footnote ( 5 ) Warrants $ 0.16 ( 3 ) 07/27/2020 Common Shares 2,350,000 2,350,000 D ( 4 ) Warrants $ 0.16 ( 3 ) 07/27/2020 Common Shares 0 2,350,000 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BROADWOOD PARTNERS, L.P. C/O BROADWOOD CAPITAL INC. 724 FIFTH AVENUE, 9TH FLOOR NEW YORK, NY10019 X BROADWOOD CAPITAL INC 724 FIFTH AVENUE, 9TH FLOOR NEW YORK, NY10019 X BRADSHER NEAL C C/O BROADWOOD CAPITAL INC. 724 FIFTH AVENUE, 9TH FLOOR NEW YORK, NY10019 X Signatures Broadwood Partners, L.P., By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 09/13/2017 Signature of Reporting Person Date By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 09/13/2017 Signature of Reporting Person Date /s/ Neal C. Bradsher 09/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 11, 2017, the Issuer and Broadwood Partners, L.P. ("BPLP") entered into a Subscription Agreement for Series A Convertible Preferred Stock (the "Subscription Agreement") pursuant to which BPLP purchased 5,000,000 shares of the Issuer's Series A Convertible Preferred Stock, no par value per share (the "Series A Preferred Stock"), at a purchase price of $0.10 per share. The Subscription Agreement provides that, immediately upon the occurrence of any "Triggering Event" (as such term is defined in the Issuer's Amended and Restated Certificate of Determination of Preferences of Series A Contingent Convertible Preferred Stock, which was filed on Exhibit 3.2 to the Form 8-K filed with the Securities and Exchange Commission (the "SEC") by the Issuer on September 13, 2017), each share of Series A Preferred Stock held by BPLP will automatically convert into one share of the Issuer's common stock (subject to adjustment for stock splits and similar transactions). ( 2 )(Continued from Footnote 1) The Subscription Agreement also provides that, upon the earlier of (i) a Triggering Event, or (ii) immediately prior to the liquidation, dissolution or winding up of the Issuer, the Issuer will issue to BPLP warrants to purchase 18,026,500 common shares of the Issuer. If issued, the warrants will have a term of eight years from the date of issuance and an exercise price of $0.05 per share of the Issuer's common stock. Further, if any of the shares of Series A Preferred Stock remain outstanding three years from the date of issuance, then on the date of that third anniversary, the Issuer will repurchase those outstanding shares of Series A Preferred Stock at $0.10 per share. The foregoing description is not, and does not purport to be, complete, and is qualified in its entirety by reference to the full text of the Form 8-K and exhibits attached thereto filed with the SEC by the Issuer on September 13, 2017. ( 3 )These warrants are currently exercisable. ( 4 )These securities are owned by Broadwood Partners, L.P., which is a Reporting Person. ( 5 )The reported securities are directly owned by Broadwood Partners, L.P. and may be deemed beneficially owned by Broadwood Capital, Inc. as General Partner of Broadwood Partners, L.P. and Neal C. Bradsher as President of Broadwood Capital, Inc. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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