Sec Form 4 Filing - Sullivan Mark J. @ COMMAND SECURITY CORP - 2019-02-21

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 Sullivan Mark J. 2. Issuer Name and Ticker or Trading Symbol COMMAND SECURITY CORP [ MOC] 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) C/O COMMAND SECURITY CORPORATION, 512 HERNDON PARKWAY, SUITE A 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2019 (Street) HERNDON, VA20170 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

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 Options $ 1.43 02/21/2019 D( 1 )( 2 ) 50,000 ( 3 ) 07/21/2023 Common Stock 50,000 ( 1 ) ( 2 ) 0 D Stock Options $ 1.8 02/21/2019 D( 1 )( 2 ) 25,000 07/17/2014 07/16/2024 Common Stock 25,000 ( 1 ) ( 2 ) 0 D Restricted Stock Units ( 4 ) 02/21/2019 D( 5 ) 25,000 ( 6 ) ( 6 ) Common Stock 25,000 $ 2.85 ( 5 ) 0 D Restricted Stock Units ( 4 ) 02/21/2019 D( 5 ) 25,000 ( 7 ) ( 7 ) Common Stock 25,000 $ 2.85 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sullivan Mark J. C/O COMMAND SECURITY CORPORATION 512 HERNDON PARKWAY, SUITE A HERNDON, VA20170 X Signatures /s/ Mark J. Sullivan 02/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an Agreement and Plan of Merger (the "Merger Agreement") entered into on September 18, 2018 among Command Security Corporation (the "Issuer"), Prosegur SIS (USA) Inc., a Delaware corporation ("Parent"), and Crescent Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent. ( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase shares under the Issuer's stock plans, vested or unvested, was canceled and the holders of the options became entitled to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of shares subject to the option, whether vested or unvested, immediately prior to the effective time multiplied by (ii) the excess, if any, of (1) the merger consideration ($2.85) over (2) the exercise price per share of the stock option. Any outstanding stock option that had an exercise price per share equal to or in excess of $2.85 was canceled at the effective time of the Merger for no consideration. ( 3 )The options were granted on 07/22/2013 and vested and became exercisable as to 1/12 of the shares of common stock subject to the options at the end of each month during which the Reporting Person has served as a director. ( 4 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock, exempt under Rule 16b-3(d)(1) and (3). ( 5 )Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding RSU granted under the Issuer's stock plans, whether vested or unvested, by virtue of the Merger, was canceled and the holder became entitled to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of such RSUs, whether vested or unvested, immediately prior to the effective time multiplied by (ii) $2.85. ( 6 )This award was granted on 09/14/2017 and was scheduled to vest in 36 equal monthly installments with a vesting commencement date of July 21, 2017, and the underlying shares of the Issuer's common stock were scheduled to settle on the earlier of (i) the date that is 6 months following the Reporting Person's termination of service on the Issuer's Board of Directors and (ii) the effective date of a change in control of the Issuer. ( 7 )This award was granted on 08/29/2018 and was scheduled to vest in 36 equal monthly installments, and the underlying shares of the Issuer's common stock were scheduled to settle on the earlier of (i) the date that is 6 months following the Reporting Person's termination of service on the Issuer's Board of Directors and (ii) the effective date of a change in control of the Issuer.

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

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