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Filing Details

Accession Number:: 0001415889-12-000141
Form Type:: 5
Zero Holdings:: No
Publication Time:: 2012-02-02 12:00:19
Reporting Period:: 2011-12-31

Filing Date:: 2012-02-02
Accepted Time:: 2012-02-02 12:00:19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
941685	Imageware Systems Inc	IWSY	Services-Prepackaged Software (7372)	330224167

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1182567	I Neal Goldman	767 3Rd Avenue 25Th Floor New York NY 10017		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2009-02-18	15,000	$0.18	165,000	No	5	P	Direct
Common Stock	Acquisiton	2009-02-19	9,352	$0.19	174,352	No	5	P	Direct
Common Stock	Acquisiton	2009-02-24	2,019	$0.19	176,371	No	5	P	Direct
Common Stock	Acquisiton	2009-02-26	4,000	$0.21	180,371	No	5	P	Direct
Common Stock	Acquisiton	2009-02-27	11,700	$0.20	192,071	No	5	P	Direct
Common Stock	Acquisiton	2009-03-11	10,700	$0.21	202,771	No	5	P	Direct
Common Stock	Acquisiton	2009-03-12	20,000	$0.23	222,771	No	5	P	Direct
Common Stock	Acquisiton	2009-03-26	1,843	$0.20	224,614	No	5	P	Direct
Common Stock	Acquisiton	2009-03-31	10,000	$0.20	234,614	No	5	P	Direct
Common Stock	Acquisiton	2009-04-01	10,000	$0.20	244,614	No	5	P	Direct
Common Stock	Acquisiton	2009-04-02	5,386	$0.20	250,000	No	5	P	Direct
Common Stock	Acquisiton	2009-07-15	800,000	$0.50	1,050,000	No	4	X	Direct
Common Stock	Acquisiton	2010-03-29	400,000	$0.50	1,450,000	No	4	X	Direct
Common Stock	Acquisiton	2010-07-14	400,000	$0.50	1,850,000	No	4	X	Direct
Common Stock	Acquisiton	2011-01-28	1,000,000	$0.50	2,850,000	No	4	X	Direct
Common Stock	Acquisiton	2011-12-20	1,900,000	$0.50	4,750,000	No	4	P	Direct
Common Stock	Acquisiton	2011-12-20	4,458,482	$0.50	9,208,482	No	4	C	Direct
Common Stock	Acquisiton	2011-12-20	1,010,586	$0.50	10,219,068	No	4	C	Direct
Common Stock	Acquisiton	2009-07-15	200,000	$0.50	600,000	No	4	X	Indirect	By Individual Retirement Account Beneficially Owned by Neal Goldman
Common Stock	Acquisiton	2010-07-15	200,000	$0.50	800,000	No	4	X	Indirect	By Individual Retirement Account Beneficially Owned by Neal Goldman
Common Stock	Acquisiton	2011-12-20	4,000,000	$0.50	4,000,000	No	4	P	Indirect	By Goldman Partners LP
Common Stock	Acquisiton	2011-12-20	1,050,000	$0.50	1,070,000	No	4	P	Indirect	By Goldman Capital Management MPP
Common Stock	Acquisiton	2011-12-20	5,313,077	$0.50	6,386,077	No	4	C	Indirect	By Goldman Capital Management MPP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	P	Direct
No	5	P	Direct
No	5	P	Direct
No	5	P	Direct
No	5	P	Direct
No	5	P	Direct
No	5	P	Direct
No	5	P	Direct
No	5	P	Direct
No	5	P	Direct
No	5	P	Direct
No	4	X	Direct
No	4	X	Direct
No	4	X	Direct
No	4	X	Direct
No	4	P	Direct
No	4	C	Direct
No	4	C	Direct
No	4	X	Indirect	By Individual Retirement Account Beneficially Owned by Neal Goldman
No	4	X	Indirect	By Individual Retirement Account Beneficially Owned by Neal Goldman
No	4	P	Indirect	By Goldman Partners LP
No	4	P	Indirect	By Goldman Capital Management MPP
No	4	C	Indirect	By Goldman Capital Management MPP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant	Disposition	2009-07-15	200,000	$0.50	200,000	$0.50
Common Stock	Warrant	Disposition	2009-07-15	800,000	$0.50	800,000	$0.50
Common Stock	Warrant	Acquisiton	2009-08-01	800,000	$0.50	800,000	$0.50
Common Stock	Warrant	Acquisiton	2009-08-01	200,000	$0.50	200,000	$0.50
Common Stock	Warrant	Disposition	2010-03-29	400,000	$0.50	400,000	$0.50
Common Stock	Warrant	Disposition	2010-07-14	400,000	$0.50	400,000	$0.50
Common Stock	Warrant	Disposition	2010-07-14	200,000	$0.50	200,000	$0.50
Common Stock	Warrant	Disposition	2011-01-28	1,000,000	$0.50	1,000,000	$0.50
Common Stock	Convertible Promissory Note	Acquisiton	2010-10-05	0	$0.50	6,000,000	$0.50
Common Stock	Warrant	Acquisiton	2010-10-05	1,000,000	$0.50	1,000,000	$0.50
Common Stock	Convertible Promissory Note	Acquisiton	2010-11-24	0	$0.50	1,300,000	$0.50
Common Stock	Warrant	Acquisiton	2010-11-24	2,975,000	$0.50	2,975,000	$0.50
Common Stock	Convertible Promissory Note	Acquisiton	2010-11-24	0	$0.50	2,700,000	$0.50
Common Stock	Warrant	Acquisiton	2010-11-24	2,025,000	$0.50	2,025,000	$0.50
Common Stock	Convertible Promissory Note	Acquisiton	2010-12-08	0	$0.50	700,000	$0.50
Common Stock	Warrant	Acquisiton	2010-12-08	525,000	$0.50	525,000	$0.50
Common Stock	Convertible Promissory Note	Acquisiton	2010-12-08	0	$0.50	2,300,000	$0.50
Common Stock	Warrant	Acquisiton	2010-12-08	1,725,000	$0.50	1,725,000	$0.50
Common Stock	Convertible Promissory Note	Acquisiton	2011-06-09	0	$1.25	400,000	$1.25
Common Stock	Warrant	Acquisiton	2011-06-09	300,000	$0.50	300,000	$1.25
Common Stock	Convertible Promissory Note	Disposition	2011-12-20	0	$0.50	4,000,000	$0.50
Common Stock	Convertible Promissory Note	Disposition	2011-12-20	0	$0.50	2,000,000	$0.50
Common Stock	Convertible Promissory Note	Disposition	2011-12-20	0	$0.50	2,300,000	$0.50
Common Stock	Warrant	Acquisiton	2011-12-20	750,000	$0.50	750,000	$0.50
Common Stock	Series D 8% Convertible Preferred Stock	Disposition	2011-12-20	1,010,586	$0.50	1,010,586	$0.50
Common Stock	Convertible Promissory Note	Disposition	2011-12-20	0	$1.25	400,000	$1.25
Common Stock	Convertible Promissory Note	Disposition	2011-12-20	0	$0.50	2,700,000	$0.50
Common Stock	Warrant	Acquisiton	2011-12-20	525,000	$0.50	525,000	$0.50
Common Stock	Warrant	Acquisiton	2011-12-20	2,000,000	$0.50	2,000,000	$0.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2007-09-15	2012-09-15	No	4	X	Indirect
0	2008-09-05	2013-09-05	No	4	X	Direct
800,000	2009-08-01	2014-08-01	No	4	P	Direct
200,000	2009-08-01	2014-08-01	No	4	P	Indirect
400,000	2009-08-01	2014-08-01	No	4	X	Direct
0	2009-08-01	2014-08-01	No	4	X	Direct
0	2009-08-01	2014-08-01	No	4	X	Indirect
0	2010-10-05	2015-10-05	No	4	X	Direct
0	2010-10-05	2012-10-05	No	4	P	Direct
1,000,000	2010-10-05	2015-10-05	No	4	P	Direct
0	2010-11-24	2012-11-24	No	4	P	Direct
2,975,000	2010-11-24	2015-11-24	No	4	P	Direct
0	2010-11-24	2012-11-24	No	4	P	Indirect
2,025,000	2010-11-24	2015-11-24	No	4	P	Indirect
0	2010-12-08	2012-12-08	No	4	P	Direct
525,000	2010-12-08	2015-12-08	No	4	P	Direct
0	2010-12-08	2012-12-08	No	4	P	Indirect
1,725,000	2010-12-08	2015-12-08	No	4	P	Indirect
0	2011-06-09	2013-06-09	No	4	P	Direct
300,000	2011-06-09	2016-06-09	No	4	P	Direct
0	2010-10-05	2012-10-05	No	4	C	Direct
0	2010-10-05	2012-10-05	No	4	J	Direct
0	2010-12-08	2012-12-08	No	4	C	Direct
750,000	2011-12-20	2016-12-20	No	4	P	Direct
0	2006-11-02		No	4	C	Direct
0	2011-06-09	2013-06-09	No	4	J	Indirect
0	2010-11-24	2012-11-24	No	4	C	Indirect
525,000	2011-12-20	2016-12-20	No	4	P	Indirect
2,000,000	2011-12-20	2016-12-20	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	30,000	Indirect	By Neal and Marlene Goldman Foundation

Footnotes

The shares were acquired upon conversion of certain Convertible Promissory Notes held by Mr. Goldman in the principal amount of $4.0 million, including conversion of all accrued but unpaid interest thereon, and on certain other promissory notes held by Mr. Goldman, in connection with a private placement transaction consumated on December 20, 2011 ("Qualified Financing").
The shares were acquired upon mandatory conversion of the Registrant's Series D 8% Convertible Preferred Stock ("Series D Preferred").
The shares were acquired upon the conversion, according to its terms, of certain Convertible Promissory Notes held by Goldman Capital Management MPP in the principal amount of $5.0 million, including conversion of the accrued but unpaid interest thereon, and on certain other notes held by Goldman Capital Management MPP, in connection with the Qualified Financing.
Upon consummation of the Qualified Financing, $2.0 million principal amount of a $3.0 million Convertible Promissory Note originally issued to Mr. Goldman on 10-05-10 was converted by its terms into 4.0 million shares of Common Stock, based on the conversion price of $0.50 per share (the "Conversion Price"). The remaining $1.0 million was paid upon consummation of the Qualified Financing (see Note 5).
Upon consummation of the Qualified Financing, the remaining $1.0 million principal amount of a $3.0 million Convertible Promissory Note originally issued to Mr. Goldman 10-05-10 was paid in full, without conversion.
The Convertible Promissory Note originally issued to Mr. Goldman on 12-08-10 was converted according to its terms into 2.3 million shares of Common Stock, based on the Conversion Price, upon consummation of the Qualified Financing.
The Series D Preferred automatically converted into 1,010,586 shares of Common Stock, according to its terms, upon consummation of the Qualified Financing, based on the Conversion Price.
The Series D Preferred does not expire.
The Convertible Promissory Note originally issued to Goldman Capital Management MMP on 06-09-11 was paid in full upon consummation of the Qualified Financing, without conversion.
The Convertible Promissory Note originally issued to Goldman Capital Management MMP on 11-24-10 was converted according to its terms into 2.7 million shares of Common Stock, based on the Conversion Price, upon consummation of the Qualified Financing.