Sec Form 4 Filing - TOLL BRUCE E @ IMAGEWARE SYSTEMS INC - 2011-06-20

Insider filing report for Changes in Beneficial Ownership
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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
TOLL BRUCE E
2. Issuer Name and Ticker or Trading Symbol
IMAGEWARE SYSTEMS INC [ IWSY]
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)
754 S. COUNTY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/20/2011
(Street)
PALM BEACH, FL33480
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 06/20/2011 X 600,000 A $ 1.25 ( 1 ) 7,683,604 I By BET Funding
Common Stock 04/09/2012 X 602,430 A $ 1.26 ( 2 ) 7,286,034 I By BET Funding
Common Stock 08/30/2012 S 1,100 D $ 0.95 7,284,934 I By BET Funding
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
Warrant $ 0.5 06/20/2012 X( 1 ) 1,000,000 06/09/2009 06/09/2014 Common Stock 1,000,000 $ 0 7,683,604 I By BET Funding
Warrant $ 0.5 04/09/2012 X( 2 ) 1,000,000 02/12/2009 02/12/2014 Common Stock 1,000,000 $ 0 7,286,034 I By BET Funding
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TOLL BRUCE E
754 S. COUNTY ROAD
PALM BEACH, FL33480
X
Signatures
/s/ Bruce E. Toll 09/05/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Cashless exercise of warrant exercisable for 1,000,000 shares of common stock which resulted in issuance of 600,000 shares of common stock.
( 2 )Cashless exercise of 1,000,000 warrants (of a total of 4,500,000 warrants) which resulted in issuance of 602,430 shares of common stock.

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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