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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 LP (Last) (First) (Middle) 411 WEST PUTNAM AVENUE SUITE 125 (Street) GREENWICH CT 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) X Director X 10% Owner Officer (give title below) Other (specify below)
	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) 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)
			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)
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* WEXFORD CAPITAL LP (Last) (First) (Middle) 411 WEST PUTNAM AVENUE SUITE 125 (Street) GREENWICH CT 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) C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVE. (Street) GREENWICH CT 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) C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVE. (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

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
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