Sec Form 4 Filing - GOLDMAN NEAL I @ IMAGEWARE SYSTEMS INC - 2018-09-10

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) 767 3RD AVENUE, 25TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2018 (Street) NEW YORK, NY10017 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 ) 376,128 09/10/2018( 2 ) 09/10/2028( 3 ) Common Stock 376,128 $ 0 ( 1 ) 376,128 D Convertible Line of Credit $ 1.25 09/10/2018 D ( 5 ) 12/31/2018 Common Stock 4,400,000 ( 4 ) 0 D Series A Convertible Preferred Stock $ 1.15 09/10/2018 A 6,301 09/10/2018 ( 6 ) Common Stock 5,479,130 ( 7 ) ( 4 ) 6,301 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDMAN NEAL I 767 3RD AVENUE 25TH FLOOR NEW YORK, NY10017 X 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 purchase any 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 $6,301,647, which amount included $801,647 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 6,301 shares of Series A Preferred. ( 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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