Statement of Ownership (sc 13g)
20 Aprile 2020 - 3:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ______)*
|
ImageWare
Systems, Inc.
|
|
(Name
of Issuer)
|
|
|
|
Common
Stock, par value $0.01 per share
|
|
(Title
of Class of Securities)
|
|
45245S108
|
|
(CUSIP
Number)
|
|
TRITON
FUNDS LP
8910
University Center
Fourth
Floor
La
Jolla, CA 92122
Telephone:
858-255-0469
|
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
|
|
April 20, 2020
|
|
(Date
of Event which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 45245S108
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
|
|
|
Triton Funds LP
82-5148982
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole Voting Power
10,000,000
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
10,000,000
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,000,000
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.11% (1)
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
(1)
|
Based
on 123,346,472 shares of common stock outstanding.
|
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
|
Triton Funds LLC
82-5148981
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole Voting Power
10,000,000 (1)
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
10,000,000 (1)
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,000,000 (1)
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.11% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
(1)
|
Triton
Funds LLC is the general partner of Triton Funds LP and in that capacity has voting and
dispositive power over the shares owned by Triton Funds LP. Triton Funds LLC does not
itself own any securities of the issuer.
|
|
(2)
|
Based
on 123,346,472 shares of common stock outstanding.
|
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
|
|
|
Ashkan Mapar
|
|
2.
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole Voting Power
10,000,000 (1)
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
10,000,000 (1)
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,000,000 (1)
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
8.11% (2)
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
(3)
|
Ashkan
Mapar is the manager of Triton Funds LLC, which is the general partner of Triton Funds
LP and in that capacity has voting and dispositive power over the shares owned by Triton
Funds LP. Mr. Mupar does not himself own any securities of the issuer.
|
|
|
(4)
|
Based
on 123,346,472 shares of common stock outstanding.
|
|
|
Item
1 (a)
|
Name
of Issuer:
|
ImageWare
Systems, Inc.
|
|
Item
1(b)
|
Address
of Issuer’s Principal Executive Offices:
|
13500
Evening Creek Drive N., Suite 550, San Diego, CA 92128
|
|
Item
2(a)
|
Name
of Person Filing:
|
Triton
Funds LP
Triton
Funds LLC
Ashkan
Mapar, Manager of Triton Funds LLC
|
|
Item
2(b)
|
Address
of Principal Business Office or, if none, Residence:
|
The
address for the principal business office of each of Triton Funds LP, Triton Funds LLC, and Mr. Mapar is:
8910
University Center
Fourth
Floor
La
Jolla, CA 92122
Triton
Funds LP--Delaware limited partnership
Triton
Funds LLC--Delaware limited liability company
Ashkan
Mapar--USA
|
|
Item
2(d)
|
Title
of Class of Securities:
|
Common
Stock, par value $0.01 per share
45245S108
|
|
Item
3
|
If
this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
|
The
statement is not filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c).
|
|
(a)
|
Amount
beneficially owned: 10,000,000 (1)
|
|
|
(b)
|
Percent
of class: 8.11% (2)
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
(i)
|
Sole
power to vote or direct the vote: 10,000,000 shares (1)
|
|
|
(ii)
|
Shared
power to vote or direct the vote; 0 shares
|
|
|
(iii)
|
Sole
power to dispose of or direct the disposition of: 10,000,000 shares (1)
|
|
|
(iv)
|
Shared
power to dispose or direct the disposition of: 0
|
|
|
(1)
|
All
of the shares are owned beneficially by Triton Funds LP. Ashkan Mapar may be deemed to
possess voting and dispositive power in his capacity as manager of Triton Funds LLC;
however Mr. Mapar disclaims beneficial ownership of these shares
|
|
|
(2)
|
Based
on 123,346,472 shares of common stock outstanding.
|
|
|
Item
5.
|
Ownership
of Five Percent of Less of a Class:
|
Not
applicable.
|
|
Item
6
|
Ownership
of More than Five Percent on Behalf of Another Person:
|
Not
applicable.
|
|
Item
7
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person:
|
Not
applicable.
|
|
Item
8
|
Identification
and Classification of Members of the Group:
|
Not
applicable.
|
|
Item
9
|
Notice
of Dissolution of Group:
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
April 20, 2020
|
|
TRITON FUNDS LP
|
|
|
|
|
|
By:
|
/s/ Ashkan Mapar
|
|
|
Name: Ashkan Mapar
|
|
|
Title: Manager of Triton Funds LLC, General Partner of Triton Funds LP
|
|
|
|
|
|
TRITON FUNDS LLC
|
|
|
|
|
|
By:
|
/s/ Ashkan Mapar
|
|
|
Name: Ashkan Mapar
|
|
|
Title: Manager
|
|
|
|
|
|
/s/ Ashkan Mapar
|
|
|
Ashkan Mapar
|
Exhibit
Index
A.
Agreement of Joint Filing
Exhibit
A
AGREEMENT
OF JOINT FILING
The undersigned hereby agree that they are
filing jointly pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 the Schedule 13G, dated on or about April 20, 2020,
containing the information required by Schedule 13G, for the shares of Common Stock of ImageWare Systems, Inc. held by Triton Funds
LP, a Delaware limited partnership, and with respect to Triton Funds LLC, the manager of Triton Funds LP, and Ashkan Mapar, the
manager of Triton Funds LLC, such other holdings as may be reported therein.
Dated: April 20, 2020
|
|
TRITON FUNDS LP
|
|
|
|
|
|
By:
|
/s/ Ashkan Mapar
|
|
|
Name: Ashkan Mapar
|
|
|
Title: Manager of Triton Funds LLC, General Partner of Triton Funds LP
|
|
|
|
|
|
TRITON FUNDS LLC
|
|
|
|
|
|
By:
|
/s/ Ashkan Mapar
|
|
|
Name: Ashkan Mapar
|
|
|
Title: Manager
|
|
|
|
|
|
/s/ Ashkan Mapar
|
|
|
Ashkan Mapar
|
9
Grafico Azioni ImageWare Systems (CE) (USOTC:IWSY)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni ImageWare Systems (CE) (USOTC:IWSY)
Storico
Da Dic 2023 a Dic 2024
