Sec Form 4 Filing - Subramaniam Somu @ ICAD INC - 2015-03-11

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 Subramaniam Somu 2. Issuer Name and Ticker or Trading Symbol ICAD INC [ ICAD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 98 SPIT BROOK RD. STE. 100 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2015 (Street) NASHUA, NH03062 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 Stock 03/11/2015 S 31,733 D $ 9.2041 ( 1 ) 230,126 I NSV ( 2 ) Common Stock 03/12/2015 S 19,029 D $ 9.282 ( 3 ) 211,097 I NSV ( 2 ) Common Stock 03/12/2015 J 64,969 D 146,128 I NSV ( 4 ) Common Stock 03/12/2015 J 23,530 D 122,598 I NSV ( 5 ) Common Stock 2,000 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Subramaniam Somu 98 SPIT BROOK RD. STE. 100 NASHUA, NH03062 X Signatures /s/Annette Heroux, Attorney-in-fact 03/13/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities were executed in multiple trades with prices ranging between $9.13 and $9.46. The reporting person hereby undertakes to provide, upon request, to the SEC Staff, the Issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected. ( 2 )Mr. Subramaniam is a principal of NSV Management, LLC, and NSV Partners, LLC, the investment manager and general partner, respectively, of New Science Ventures Fund 1 - Madison, LP, which owns shares of Common Stock, par value $0.01 per share (the Common Stock) of iCAD, Inc. ( 3 )The reported securities were executed in multiple trades with prices ranging between $9.25 and $9.34. The reporting person hereby undertakes to provide, upon request, to the SEC Staff, the Issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected. ( 4 )Mr. Subramaniam is a principal of NSV Management, LLC, and NSV Partners, LLC, the investment manager and general partner, respectively, of New Science Ventures Fund 1 Euro, LP, which owns shares of Common Stock, par value $0.01 per share (the Common Stock) of iCAD, Inc. New Science Ventures Fund 1 Euro, LP, made a private distribution of 64,969 shares to its Investors, such distribution representing the Investors' pro rata share of the Common Stock owned by the holder. ( 5 )Mr. Subramaniam is a principal of NSV Management, LLC, and NSV Partners, LLC, the investment manager and general partner, respectively, of Bedford BioPartners, LP, which owns shares of Common Stock, par value $0.01 per share (the Common Stock) of iCAD, Inc. Bedford BioPartners, LP, made a private distribution of 23,530 shares to its Investors, such distribution representing the Investors' pro rata share of the Common Stock owned by the holder.

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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