Sec Form 4 Filing - SABRA DOUGLAS @ FORWARD INDUSTRIES INC - 2010-08-12

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 SABRA DOUGLAS 2. Issuer Name and Ticker or Trading Symbol FORWARD INDUSTRIES INC [ FORD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) former CEO and Director (Last) (First) (Middle) 7441 BRUNSWICK CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2010 (Street) BOYNTON BEACH, FL33472 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 Forward Industries Common Stock 08/12/2010 M 10,000 A $ 2.02 10,000 D Forward Industries Common Stock 08/12/2010 F 5,722 ( 3 ) D $ 3.53 ( 2 ) 30,944 ( 4 ) 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 Forward Industries Common Stock Option $ 2.02 08/12/2010 M 10,000 08/10/2010( 1 ) 12/11/2019 Forward Industries Common Stock 10,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SABRA DOUGLAS 7441 BRUNSWICK CIRCLE BOYNTON BEACH, FL33472 former CEO and Director Signatures James McKenna, by Power of Attorney 08/16/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The vesting of these options was accelerated to 8/10/2010 in conjunction with Mr. Sabra's Severance and Release Agreement. Orginal vesting of these shares were as follows:3,334 vesting on 12/10/20103,333 vesting on 12/10/20113,333 vesting on 12/10/2012 ( 2 )$3.53 represents the closing stock price of FORD on 8/12/2010, the date the net share exercise was submitted. ( 3 )5,722 shares were withheld as payment of exercise price ($20,200) for 10,000 options (strike price of $2.02). The number of shares withheld was calculated using the closing stock price on the date of exercise, which was $3.53 on 8/12/2010. ( 4 )Consists of 4,278 shares (representing the net amount of shares issued from 8/12/2010 exercise of options) and 26,666 shares of restricted stock which became fully vested on 8/10/2010 in connection with Mr. Sabra's Seveance and Release Agreement.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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