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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Option (1) | $ 5.85 | 05/04/2006 | A | 12,500 | 05/04/2006 | 12/31/2007 | Common Stock | 12,500 | $ 5.85 | 587,500 | D | ||||
Common Stock Option (2) | $ 5.85 | 05/04/2006 | A | 25,000 | 05/04/2006 | 04/26/2009 | Common Stock | 25,000 | $ 5.85 | 587,500 | D | ||||
Common Stock Option (3) | $ 5.85 | 05/04/2006 | A | 100,000 | 05/04/2006 | 12/12/2015 | Common Stock | 100,000 | $ 5.85 | 587,500 (4) (5) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Owen Laura E ICOP DIGITAL, INC. 16801 W. 116TH STREET LENEXA, KS 66219 |
X | COO, Vice President, Secretary |
David C. Wang, as attorney-in-fact for Laura E. Owen | 05/08/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents regrant of common stock option originally granted on December 18, 2003 and cancelled on May 4, 2006. |
(2) | Represents regrant of common stock option originally granted on April 27, 2004 and cancelled on May 4, 2006. |
(3) | Represents regrant of common stock option originally granted on December 13, 2005 and cancelled on May 4, 2006. |
(4) | On May 4, 2006, the Board of Directors cancelled all outstanding options with exercise prices in excess of $5.85 (the closing price of ICOP's common stock on that date), and regranted the options with an exercise price of $5.85. As a result, Ms. Owen and her husband David C. Owen now benefically own: nonstatutory options held by Owen Enterprises, LLC to purchase 100,000 shares of common stock at $5.85; the nonstatutory options reported here to purchase 250,000 shares of common stock at $5.85; nonstatutory options held by Mr. Owen to purchase 50,000 shares of common stock at $5.50; nonstatutory options held by Ms. Owen to purchase 12,500 shares of common stock at $5.85; nonstatutory options held by Ms. Owen to purchase 25,000 shares of common stock at $5.85; nonstatutory options held by Ms. Owen to purchase 50,000 shares of common stock at $5.50; nonstatutory options held by Ms. Owen to purchase 100,00 shares of common stock at $5.85. |
(5) | Mr. and Ms. Owen also beneficially own: 40,000 shares of common stock held by David & Laura Owen Trust dated 6/4/97; 60,400 shares of common stock held by Owen Enterprises, LLC; 25,000 shares of common stock held by Owen & Associations, Inc. Profit Sharing Plan; 5,000 shares of common stock held by DBM, LP; 5,000 shares of common stock held by Emerson B. Wells, LP; 25,000 shares of common stock held by MDN, LP; 2,000 shares of common stock held by Ms. Owen; 200,000 shares of restricted stock held by Mr. Owen; and 200,000 shares of restricted stock held by Ms. Owen. |
(6) | Reflects a restricted stock grant that vests 50% when ICOP reaches $15 million in gross revenue from inception and 50% when ICOP achieves EBITDA break-even for three consecutive months. |