Sec Form 4 Filing - GOLDMAN NEAL I @ IMAGEWARE SYSTEMS INC - 2020-06-29

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., 13500 EVENING CREEK DRIVE N SUITE 550 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2020 (Street) SAN DIEGO, CA92128 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 Convertible Note $ 0.16 06/29/2020 P 06/29/2020 10/13/2020( 1 ) Common Stock 2,812,500 ( 2 ) $ 450,000 $ 450,000 ( 1 ) D Series A Convertible Preferred Stock ( 3 ) 07/09/2020 D 4,717 ( 4 ) ( 5 ) Common Stock 4,107,739 ( 6 ) 4,717 D Series A-1 Convertible Preferred Stock ( 7 ) 07/09/2020 A 4,717 07/09/2020 ( 8 ) Common Stock 7,256,923 ( 6 ) 4,717 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDMAN NEAL I C/O IMAGEWARE SYSTEMS, INC. 13500 EVENING CREEK DRIVE N SUITE 550 SAN DIEGO, CA92128 X X Signatures /s/ Neal I. Goldman 08/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Convertible Note matures on the earlier to occur of October 13, 2020, or on such date that the Issuer consummates a debt and/or equity financing resulting in net proceeds to the Issuer of at least $3.0 million. Interest accrues on the outstanding principal amount of the Convertible Note beginning on April 13, 2020 at a rate equal to 5% per annum. ( 2 )Represents the number of shares of common stock issuable upon conversion of the principal amount of the Convertible Note at the initial conversion price of the Convertible Note. ( 3 )Each share of Series A Convertible Preferred Stock ("Series A Preferred") has a liquidation preference of $1,000 per share ("Series A 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 Series A Liquidation Preference, divided by $1.15. ( 4 )3,133 shares of Series A Preferred were convertible immediately on the acquisition date of September 19, 2017, and 6,301 shares of Series A Preferred were convertible immediately on the acquisition date of September 10, 2018. ( 5 )Shares of Series A Preferred remain convertible so long as the shares remain issued and outstanding. ( 6 )On July 9, 2020, the Issuer and the Reporting Person entered into an Exchange Agreement, Consent and Waiver pursuant to which the Reporting Person agreed to exchange one-half of their Series A Preferred for an equivalent number of Series A-1 Convertible Preferred Stock ("Series A-1 Preferred"), in consideration for their waiver of Series A Preferred dividends payable to the Reporting Person for the quarters ended March 31, 2020 and June 30, 2020. ( 7 )Each share of Series A-1 Preferred Stock has a liquidation preference of $1,000 per share ("Series A-1 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 Series A-1 Liquidation Preference, divided by $0.65. ( 8 )Shares of Series A-1 Preferred remain convertible so long as the shares remain issued and outstanding.

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