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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 | ||||||||
| Stock Option (Right to Buy) | $ 5.85 | 07/10/2008 | J(1) | 50,000 | 05/04/2006 | 12/31/2012 | Common Stock | 50,000 | (1) | 275,000 | D | ||||
| Stock Option (Right to Buy) | $ 6.8 | 07/10/2008 | J(1) | 50,000 | 08/08/2007(4) | 08/08/2012 | Common Stock | 50,000 | (1) | 250,000 (5) | D | ||||
| Stock Option (Right to Buy) | $ 1.39 | 07/10/2008 | A(6) | 200,000 | 07/10/2008 | 07/09/2018 | Common Stock | 200,000 | (6) | 450,000 | D | ||||
| Stock Option (Right to Buy) | $ 5.85 | 07/10/2008 | J(2) | 25,000 | 05/04/2006 | 04/26/2009 | Common Stock | 25,000 | (2) | 287,500 (7) | I | By Spouse | |||
| Stock Option (Right to Buy) | $ 5.85 | 07/10/2008 | J(2) | 12,500 | 05/04/2006 | 12/31/2012 | Common Stock | 12,500 | (2) | 275,000 (7) | I | By Spouse | |||
| Stock Option (Right to Buy) | $ 6.8 | 07/10/2008 | J(2) | 50,000 | 08/08/2007(4) | 08/08/2012 | Common Stock | 50,000 | (2) | 250,000 (5) (7) | I | By Spouse | |||
| Stock Option (Right to Buy) | $ 1.39 | 07/10/2008 | A(8) | 200,000 | 07/10/2008 | 07/09/2018 | Common Stock | 200,000 | (8) | 450,000 (7) | I | By Spouse | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| OWEN DAVID C ICOP DIGITAL, INC. 16801 W. 116TH STREET LENEXA, KS 66219 |
X | X | Chairman and CEO | |
| Mark A. von Bergen, as attorney-in-fact for David C. Owen | 07/14/2008 | |
| **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) | These securities are being cancelled pursuant to an agreement between Mr. Owen and the Issuer, effective July 10, 2008. In exchange for the cancellation of 100,000 shares of restricted stock, options to purchase 50,000 shares of common stock at $5.85 per share and 50,000 options to purchase shares of common stock at $6.80, Mr. Owen is receiving a grant of 200,000 options to purchase shares of commons stock at $1.39 per share. |
| (2) | These securities are being cancelled pursuant to an agreement between Ms. Owen and the Issuer, effective July 10, 2008. In exchange for the cancellation of 100,000 shares of restricted stock, options to purchase 37,500 shares of common stock at $5.85 per share and 50,000 options to purchase shares of common stock at $6.80, Ms. Owen is receiving a grant of 200,000 options to purchase shares of commons stock at $1.39 per share. |
| (3) | Includes Mr. Owen's indirect ownership of the following shares of common stock: 2,000 shares of common stock held by Ms. Owen; 248,602 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; and 25,000 shares of common stock held by MDN, LP.s indirect ownership of the |
| (4) | The unvested portion of this grant, constituting options to purchase 25,000 shares of common stock, is also being cancelled. |
| (5) | Does not include unvested options to purchase 25,000 shares of common stock that are being cancelled but are not yet beneficially held. |
| (6) | These options are being granted to Mr. Owen pursuant to an agreement between Mr. Owen and the Issuer, effective July 10, 2008. See Footnote 1. |
| (7) | Includes Mr. Owen's indirect ownership of options held by Owen Enterprises, LLC to purchase 100,000 shares of common stock. |
| (8) | These options are being granted to Ms. Owen pursuant to an agreement between Ms. Owen and the Issuer, effective July 10, 2008. See Footnote 2. |