Sec Form 4 Filing - WETHERELL WAYNE G @ IMAGEWARE SYSTEMS INC - 2020-05-08

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 WETHERELL WAYNE G 2. Issuer Name and Ticker or Trading Symbol IMAGEWARE SYSTEMS INC [ IWSY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) FORMER SR. VP AND CFO (Last) (First) (Middle) C/O IMAGEWARE SYSTEMS, INC., 13500 EVENING CREEK DRIVE N SUITE 550 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2020 (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 Common Stock 05/08/2020 A 160,000 ( 1 ) A 459,377 D

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 Stock Option (Right to Buy) $ 0.92 05/08/2020 D 100,000 ( 2 ) 02/02/2022 Common Stock 100,000 ( 1 ) 0 D Stock Option (Right to Buy) $ 1.93 05/08/2020 D 10,000 ( 3 ) 10/29/2023 Common Stock 10,000 ( 1 ) 0 D Stock Option (Right to Buy) $ 2.29 05/08/2020 D 10,000 ( 4 ) 12/15/2024 Common Stock 10,000 ( 1 ) 0 D Stock Option (Right to Buy) $ 1.73 05/08/2020 D 75,000 ( 5 ) 09/14/2025 Common Stock 75,000 ( 1 ) 0 D Stock Option (Right to Buy) $ 1.37 05/08/2020 D 75,000 ( 6 ) 09/22/2026 Common Stock 75,000 ( 1 ) 0 D Stock Option (Right to Buy) $ 1.75 05/08/2020 D 50,000 ( 7 ) 01/31/2028 Common Stock 50,000 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WETHERELL WAYNE G C/O IMAGEWARE SYSTEMS, INC. 13500 EVENING CREEK DRIVE N SUITE 550 SAN DIEGO, CA92128 FORMER SR. VP AND CFO Signatures /s/ Wayne Wetherell 08/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 8, 2020, the Issuer cancelled certain stock options held by the Reporting Person, originally granted on January 29, 2010, February 2, 2012, October 29, 2013, December 12, 2015, September 14, 2015, September 22, 2016, and January 31, 2018. In exchange for the cancelled stock options, the reporting person received 160,000 Restricted Stock Units (the "RSUs") from the Issuer. The RSUs represent a contingent right to receive shares of the Issuer's common stock on a one-for-one basis upon settlement. The RSUs are subject to a three year vesting schedule, whereby 20,000 RSUs vest on May 8, 2020, and 20,000 RSUs vest on each of the next seven quarterly anniversaries thereafter. ( 2 )Options to purchase 33,400 shares vested on 2/2/2013, with the remainder vesting equally in eight quarterly installments thereafter. ( 3 )Options to purchase 3,336 shares vested on 10/29/2014, with the remainder vesting equally in eight quarterly installments thereafter. ( 4 )One-third of the options vested on 12/12/2016, with the remainder vesting equally in eight quarterly installments thereafter. ( 5 )The reporting person was originally granted options to purchase 150,000 shares, of which 75,000 options vested only upon reaching certain achievement milestones that were not achieved. The option to purchase the remaining 75,000 shares was subject to a three year vesting schedule, whereby one third of the remaining 75,000 options vested on 9/14/2016, with the remainder vesting equally in eight quarterly installments thereafter. ( 6 )One-third of the options vested on 9//22/2017, with the remainder vesting equally in eight quarterly installments thereafter.. ( 7 )One-third of the options vested on 1/31/2019, with the remainder vesting equally in eight quarterly installments thereafter.

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).

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