James Demitrieus - Nov 18, 2021 Form 4 Insider Report for IMAGEWARE SYSTEMS INC (IWSY)

Role
Director
Signature
/s/ James Demitrieus
Stock symbol
IWSY
Transactions as of
Nov 18, 2021
Transactions value $
$0
Form type
4
Date filed
11/19/2021, 05:15 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IWSY Common Stock Award $0 +2.68M $0.00 2.68M Nov 18, 2021 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IWSY Stock Options Disposed to Issuer $0 -1.3M -100% $0.00* 0 Nov 18, 2021 Common Stock 1.3M $0.07 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to an Equity Incentive Cancellation Agreement (the "Agreement") entered into by the Reporting Person and the Issuer, certain outstanding stock options previously acquired in a transaction exempt under Rule 16b-3(d) were cancelled by the Issuer in exchange for the issuance to the Reporting Person of Restricted Stock Units ("RSUs") granted pursuant to the Issuer's 2020 Equity Incentive Plan. The transaction was approved by the Company's Board of Directors and is exempt under Rule 16b-3(d) and Rule 16b-3(e)
F2 Represents grant of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's common stock. 1,337,500 shares vest April 1, 2022, 74,315 shares vest on May 1, 2022, and the remainder vest ratably on a monthly basis over the subsequent seventeen month period, becoming fully vested on October 1, 2023, subject to continued employment, contracting or engagement with the company at the time of vesting; provided, however, that all unvested RSUs shall vest 100% upon a change in control of the Company.
F3 800,000 of the stock options vested on the grant date of April 16, 2021, with the remainder scheduled to vest in monthly installments of 62,500 stock options thereafter.