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^*

WEXFORD CAPITAL LLC

(Last)

(First)

(Middle)

411 WEST PUTNAM AVENUE

SUITE 125

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ICX TECHNOLOGIES INC [ ICXT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2007

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

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

	Form filed by One Reporting Person
X	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, par value $0.001	11/14/2007		C		14,318,239	A	⁽²⁾	16,876,166	I	DP1 LLC⁽¹⁾
Common Stock, par value $0.001	11/14/2007		C		1,316,713	A	⁽²⁾	2,677,056	I	Valenits SB, L.P.⁽¹⁾
Common Stock, par value $0.001	11/14/2007		C		1,000,000	A	⁽²⁾	1,000,000	I	Wexford Spectrum Investors LLC⁽¹⁾
Common Stock, par value $0.001	11/14/2007		C		670,000	A	⁽²⁾	670,000	I	Wexford Catalyst Investors LLC⁽¹⁾
Common Stock, par value $0.001	11/14/2007		C		260,000	A	⁽²⁾	260,000	I	Debello Investors LLC⁽¹⁾
Common Stock, par value $0.001	11/14/2007		C		50,000	A	⁽²⁾	50,000	I	Mariner Voyager Master Fund, Ltd.⁽¹⁾

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)
Series A Convertible Preferred Stock	⁽²⁾	11/14/2007		C			14,318,239	⁽²⁾	⁽²⁾	Common Stock	14,318,239	$10	0	I	DP1 LLC⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	11/14/2007		C			1,316,713	⁽²⁾	⁽²⁾	Common Stock	1,316,713	$10	0	I	Valentis SB L.P.⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	11/14/2007		C			1,000,000	⁽²⁾	⁽²⁾	Common Stock	1,000,000	$10	0	I	Wexford Spectrum Investors LLC⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	11/14/2007		C			670,000	⁽²⁾	⁽²⁾	Common Stock	670,000	$10	0	I	Wexford Catalyst Investors LLC⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	11/14/2007		C			260,000	⁽²⁾	⁽²⁾	Common Stock	260,000	$10	0	I	Debello Investors LLC⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	11/14/2007		C			50,000	⁽²⁾	⁽²⁾	Common Stock	50,000	$10	0	I	Mariner Voyager Master Fund Ltd.⁽¹⁾

1. Name and Address of Reporting Person^*

WEXFORD CAPITAL LLC

(Last)

(First)

(Middle)

411 WEST PUTNAM AVENUE

SUITE 125

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

JACOBS JOSEPH

(Last)

(First)

(Middle)

411 WEST PUTNAM AVENUE

SUITE 125

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DAVIDSON CHARLES E

(Last)

(First)

(Middle)

411 WEST PUTNAM AVENUE

SUITE 125

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities are owned directly by DP1 LLC, Valentis SB, L.P., Wexford Spectrum Investors LLC, Wexford Catalyst Investors LLC, Debello Investors LLC or Mariner Voyager Master Fund, Ltd. (the ?Companies?). Wexford Capital LLC (?Wexford?), may be deemed to beneficially own all the securities which are owned by the Companies. Charles Davidson (?Davidson?) and Joseph Jacobs (?Jacobs?) as managing members of Wexford may be deemed to beneficially own all the securities which are owned by the Companies. In addition, Jacobs is a director of the Issuer. Wexford, Davidson and Jacobs each disclaim beneficial ownership of the securities reported hereby and this report shall not be deemed as an admission that they are the beneficial owners of such securities except in the case of Davidson and Jacobs to the extent of their interests in certain direct and indirect members or partners of the Companies.

2. The Series A Convertible Preferred Stock converted into ICx Technologies, Inc.?s Common Stock on a 1-for-1 basis and had no expiration date.

Remarks:

	Arthur Amron, Partner and Secretary of Wexford Capital LLC	11/16/2007
	Charles Davidson	11/16/2007
	Joseph Jacobs	11/16/2007
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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