Sec Form 4 Filing - GOLDMAN NEAL I @ IMAGEWARE SYSTEMS INC - 2017-09-19

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 GOLDMAN NEAL I 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 X __ 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 Common Stock 18,398,959 ( 1 ) D Common Stock 147,700 I By Neal and Marlene Goldman Foundation Common Stock 11,361,077 I By Individual Retirement Account Beneficially Owned by Neal Goldman Common Stock 3,000,000 I By Goldman Family 2012 GST Trust

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 2,278 02/05/2015 ( 2 ) Common Stock 1,198,947 ( 3 ) 0 D Series A Convertible Preferred Stock $ 1.15 09/19/2017 A 2,278 09/19/2017 ( 4 ) Common Stock 1,980,869 ( 5 ) ( 3 ) 2,278 D Series A Convertible Preferred Stock $ 1.15 09/19/2017 P 855 09/19/2017 ( 4 ) Common Stock 743,478 ( 5 ) $ 1,000 3,133 D Stock Options $ 1.37 ( 6 ) 09/22/2026 Common Stock 10,000 10,000 D Stock Options $ 1.37 ( 7 ) 09/22/2026 Common Stock 24,000 24,000 D Stock Options $ 1.73 ( 6 ) 09/14/2025 Common Stock 10,000 10,000 D Stock Options $ 1.73 ( 8 ) 09/14/2025 Common Stock 24,000 24,000 D Stock Options $ 2.29 ( 6 ) 12/15/2024 Common Stock 10,000 10,000 D Stock Options $ 1.93 ( 9 ) 10/29/2023 Common Stock 10,000 10,000 D Stock Options $ 0.93 ( 10 ) 02/08/2023 Common Stock 10,000 10,000 D Convertible Line of Credit $ 1.25 ( 11 ) 12/31/2018 Common Stock 4,400,000 $ 5,500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDMAN NEAL I C/O IMAGEWARE SYSTEMS, INC. 10815 RANCHO BERNARDO RD., SUITE 310 SAN DIEGO, CA92101 X X Signatures /s/ Neal I. Goldman 09/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Amount reported includes 4,955,375 shares of the Issuer's common stock from Goldman Partners, LP to the Reporting Person, which transfer was an exempt transaction under Rule 16a-13 of the Securities Exchange Act of 1934, as amended, as the Reporting Person maintained indirect ownership over the shares prior to the transfer. Amount reported also includes shares of the Issuer's common stock issued to the Reporting Person as payment of accrued dividends on shares of Series E Convertible Preferred. ( 2 )Shares of Series E Convertible Preferred Stock ("Series E Preferred") remain convertible so long as the shares remain issued and outstanding. ( 3 )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 held, in exchange for the same number of shares of Series A Convertible Preferred Stock ("Series A Preferred"). ( 4 )Shares of Series A Preferred remain convertible so long as the shares remain issued and outstanding. ( 5 )Each share of Series A Preferred has a liquidation preference of $1,000 per share ("Liquidation Preference"), and is convertible, at the option of the holder, into that number of shares of the Issuer's common stock equal to the Liquidation Preference, divided by $1.15. ( 6 )One third of the options will vest on the one-year anniversary of the grant date, with the remainder vesting equally in eight quarterly installments thereafter. ( 7 )Options will vest ratably over a 12 month period beginning in January 2017. ( 8 )Options vested ratably over a 12 month period beginning in January 2016, and became fully vested in January 2017. ( 9 )Options vested in accordance with the following schedule: 3,336 shares vested on the one year anniversary of the grant date, and the remainder vested equally in eight quarterly installments. ( 10 )Options vested in accordance with the following schedule: 3,336 shares on February 8, 2014, and 833 shares on each of the next eight quarterly anniversaries thereafter. ( 11 )Any amounts outstanding under the Line of Credit are convertible, at the option of the Reporting Person, into that number of shares of the Issuer's common stock equal to the outstanding amount, divided by $1.25 per share. As of June 30, 2017, the Issuer had drawn down on all amounts available under the Line of Credit.

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