Sec Form 4 Filing - Clutterbuck Robert T @ IMAGEWARE SYSTEMS INC - 2017-09-19

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
Clutterbuck Robert T
2. Issuer Name and Ticker or Trading Symbol
IMAGEWARE SYSTEMS INC [ IWSY]
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 IMAGEWARE SYSTEMS, INC., 10815 RANCHO BERNARDO RD., SUITE 310
3. Date of Earliest Transaction (MM/DD/YY)
09/19/2017
(Street)
SAN DIEGO, CA92101
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
Series E Convertible Preferred Stock $ 1.9 09/19/2017 D 286 02/06/2015 ( 1 ) Common Stock 150,526 ( 2 ) 0 I By the Robert T. Clutterbuck Trust
Series G Convertible Preferred Stock $ 1.5 09/19/2017 D 1,533 12/29/2016 ( 1 ) Common Stock 1,022,000 ( 2 ) 0 I By the Robert T. Clutterbuck Trust
Series G Convertible Preferred Stock $ 1.5 09/19/2017 D 59 12/29/2016 ( 1 ) Common Stock 39,334 ( 2 ) 0 I By 401K Plan FBO Robert T. Clutterbuck
Series A Convertible Preferred Stock $ 1.15 09/19/2017 A 286 09/19/2017 ( 3 ) Common Stock 248,696 ( 2 ) 286 I By the Robert T. Clutterbuck Trust
Series A Convertible Preferred Stock $ 1.15 09/19/2017 A 1,533 09/19/2017 ( 3 ) Common Stock 1,333,043 ( 2 ) 1,533 I By the Robert T. Clutterbuck Trust
Series A Convertible Preferred Stock $ 1.15 09/19/2017 A 59 09/19/2017 ( 3 ) Common Stock 51,304 ( 2 ) 59 I By 401K Plan FBO Robert T. Clutterbuck
Series A Convertible Preferred Stock $ 1.15 09/19/2017 P 250 09/19/2017 ( 3 ) Common Stock 217,391 $ 1,000 250 I By Fidelity Roth IRA FBO Robert T. Clutterbuck
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clutterbuck Robert T
C/O IMAGEWARE SYSTEMS, INC.
10815 RANCHO BERNARDO RD., SUITE 310
SAN DIEGO, CA92101
X
Signatures
/s/ Wayne Wetherell, Attorney-in-Fact 09/21/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Both Series E Convertible Preferred Stock ("Series E Preferred") and the Series G Convertible Preferred Stock ("Series G Preferred") remain convertible so long as the shares remain issued and outstanding.
( 2 )Pursuant to the terms and conditions of an Exchange Agreement by and between the Reporting Person and the Issuer, the Reporting Person cancelled all shares of Series E Preferred and Series G Preferred held, in exchange for the same number of shares of Series A Convertible Preferred Stock ("Series A Preferred").
( 3 )Shares of Series A Preferred remain convertible so long as the shares remain issued and outstanding.

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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