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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ICX TECHNOLOGIES INC [ ICXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/08/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options | $15 | 09/08/2009 | D | 1,250 | 02/01/2006 | 02/01/2016 | Common Stock | 1,250 | $0 | 0(1) | D(2) | ||||
Stock Options | $8.1 | 09/08/2009 | D | 1,500 | 02/27/2008 | 02/27/2018 | Common Stock | 1,500 | $0 | 0(3) | D(2) | ||||
Warrants | $15 | 09/08/2009 | D | 375,000 | 02/03/2006 | 02/03/2011 | Common Stock | 375,000 | $0 | 0(4) | I(5) | BY: Valentis SB, L.P. | |||
Stock Options | $5.36 | 09/08/2009 | A | 424 | 09/08/2009 | 02/01/2016 | Common Stock | 424 | $0 | 424 | D(2) | ||||
Stock Options | $5.36 | 09/08/2009 | A | 942 | 09/08/2009 | 02/27/2018 | Common Stock | 942 | $0 | 942 | D(2) | ||||
Warrants | $5.36 | 09/08/2009 | A | 127,250 | 09/08/2009 | 02/03/2011 | Common Stock | 127,250 | $0 | 127,250(4) | I(5) | BY: Valentis SB, L.P. |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On September 8, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option to purchase 1,250 shares granted to Joseph M. Jacobs (?Jacobs?) on February 1, 2006. In exchange for the option, Jacobs received a new option to purchase 424 shares which is fully vested on September 8, 2009. |
2. These stock options were issued to Jacobs as a director of ICx Technologies, Inc. and assigned to Wexford Capital LP, as successor to Wexford Capital LLC (?Wexford?). Charles E. Davidson (?Davidson?) and Jacobs are the managing members of Wexford?s general partner. Davidson and Jacobs may also be deemed to beneficially own the securities. |
3. On September 8, 2009, the issuer canceled, pursuant to the issuer's option exchange program, an option to purchase 1,500 shares granted to Jacobs on February 27, 2008. In exchange for the option, Jacobs received a new option to purchase 942 shares which is fully vested on September 8, 2009. |
4. On September 8, 2009, the issuer canceled a warrant to purchase 375,000 shares granted to Valentis SB, L.P. (?Valentis?) on February 3, 2006. In exchange for the warrant, Valentis received a new warrant to purchase 127,250 shares of the issuer's common stock on September 8, 2009. |
5. These warrants are owned directly by Valentis. Wexford, as manager of Valentis, may be deemed to beneficially own all the securities which are owned by Valentis. Davidson and Jacobs are the managing members of Wexford?s general partner. Davidson and Jacobs may also be deemed to beneficially own the securities. 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 Valentis. |
Remarks: |
Arthur Amron, Partner and Secretary of Wexford Capital LP | 09/10/2009 | |
Charlles E. Davidson | 09/10/2009 | |
Joseph M. Jacobs | 09/10/2009 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |