SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Patterson Mark R

(Last)

(First)

(Middle)

C/O BOOMERANG SYSTEMS, INC.

355 MADISON AVENUE

(Street)

MORRISTOWN

07960

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Boomerang Systems, Inc. [ BMER.PK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2010		A		1,000,000⁽¹⁾	A	$0.25	5,800,000⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$0.25	10/01/2010		A		5,400,000⁽²⁾		10/01/2010	10/01/2015	Common Stock	5,400,000	$0	5,400,000	D
Warrant (right to buy)	$0.25	10/01/2010		A		4,200,000⁽²⁾		02/01/2011	02/01/2016	Common Stock	4,200,000	$0	4,200,000	D
Warrant (right to buy)	$0.25	10/01/2010		A		4,200,000⁽²⁾		08/01/2011	08/01/2016	Common Stock	4,200,000	$0	4,200,000	D
Warrant (right to buy)	$0.25	10/01/2010		A		4,200,000⁽²⁾		02/01/2012	02/01/2017	Common Stock	4,200,000	$0	4,200,000	D
Warrant (right to buy)	$0.25	10/01/2010		A		3,600,000⁽²⁾		08/01/2012	08/01/2017	Common Stock	3,600,000	$0	3,600,000	D
Warrant (right to buy)	$0.25	10/01/2010		A		2,800,000⁽³⁾		10/01/2010	06/01/2015	Common Stock	2,800,000	$0	2,800,000	D

Explanation of Responses:

1. These shares were purchased from the Issuer by the Reporting person in accordance with his Employment Agreement.

2. In connection with the execution of the Reporting Person's Amended and Restated Employment Agreement, that Amends and Restates the Reporting person's August 2010 employment agreement (the "August Agreement") with the Issuer, the parties agreed that (i) the 1,800,000 shares previously reported in Table I and the 900,000 Warrants previously reported in Table II of the Reporting Person's 8/24/10 Form 4 in connection with the August Agreement not be issued; (ii) the 5.4 million shares and 2.7 million warrants previously reported in a footnote to the Reporting Person's 8/24/10 Form 4 in connection with the August Agreement not be issued; and (iii) in place of those securities the warrants reported herein in the first five lines of Table II be issued.

3. These 2,800,000 Warrants were granted as additional consideration in connection with the amendment and termination of the Reporting Person's June 2010 employment agreement with the Issuer.

	/s/ Mark R. Patterson	10/01/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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