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Sec Form 4 Filing - CROCKER CHARLES @ IMAGEWARE SYSTEMS INC - 2018-09-10

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
CROCKER CHARLES
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)
10815 RANCHO BERNARDO RD., SUITE 310
3. Date of Earliest Transaction (MM/DD/YY)
09/10/2018
(Street)
SAN DIEGO, CA92127
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
Warrant $ 0.01 09/10/2018 J( 1 ) 23,763 09/10/2018( 2 ) 09/10/2028( 3 ) Common Stock 23,763 $ 0 ( 1 ) 23,763 D
Convertible Line of Credit $ 1.25 09/10/2018 D ( 5 ) 12/31/2018 Common Stock 400,000 ( 4 ) $ 0 D
Series A Convertible Preferred $ 1.15 09/10/2018 A 596 09/10/2018 ( 6 ) Common Stock 518,261 ( 7 ) ( 4 ) 596 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CROCKER CHARLES
10815 RANCHO BERNARDO RD.
SUITE 310
SAN DIEGO, CA92127
X
Signatures
/s/ Wayne Wetherell, Attorney-in-Fact 09/21/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 10, 2018, the Issuer's Board of Directors declared a special dividend, payable to all holders of record of shares of the Issuer's Series A Convertible Preferred Stock ("Series A Preferred") as of September 10, 2018, pursuant to which the Reporting Person received the warrants reported herein.
( 2 )The warrants may only be exercised concurrently with the conversion of shares of Series A Preferred held by the Reporting Person into shares of the Issuer's common stock.
( 3 )The warrants will expire on the earliest to occur of (i) the conversion by the Reporting Person of all shares of Series A Preferred held by the Reporting Person into shares of the Issuer's common stock, (ii) the redemption by the Issuer of all outstanding shares of Series A Preferred held by the Reporting Person, (iii) the warrants no longer representing the right to purchaseany shares of the Issuer's common stock, or (iv) the tenth anniversary of the date of issuance.
( 4 )As of September 10, 2018, the aggregate outstanding amount due to the Reporting Person under the Convertible Line of Credit was $596,765, which amount included $96,765 of accrued but unpaid interest (the "Outstanding Amount"). On September 10, 2018, the Reporting Person and the Issuer entered into an Exchange Agreement, pursuant to which the Reporting Person agreed to terminate the Convertible Line of Credit and the Outstanding Amount in exchange for an aggregate of 596 shares of Series A P referred.
( 5 )Amounts outstanding under the Convertible Line of Credit, including the principal balance and any accrued interest, are convertible at any time, at the sole 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.
( 6 )Shares of Series A Preferred remain convertible so long as the shares remain issued and outstanding.
( 7 )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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.