SEC FORM 4/A

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^*

EVEREST SPECIAL SITUATIONS FUND LP

(Last)

(First)

(Middle)

PLATINUM HOUSE, 21 HA'ARBA'A STREET

(Street)

TEL AVIV

64739

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ICTS INTERNATIONAL N V [ ICTS ]

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)
07/29/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/31/2008

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 Shares	07/29/2008		P		1,500	A	$2.14	115,046	I	By Everest Fund L.P
Common Shares	07/30/2008		P		3,000⁽¹⁾	A	$2.17	615,547	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)

1. Name and Address of Reporting Person^*

EVEREST SPECIAL SITUATIONS FUND LP

(Last)

(First)

(Middle)

PLATINUM HOUSE, 21 HA'ARBA'A STREET

(Street)

TEL AVIV

64739

(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^*

Maoz Everest Fund Management, Ltd.

(Last)

(First)

(Middle)

PLATINUM HOUSE, 21 HA'ARBA'A STREET

(Street)

TEL AVIV

64739

(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^*

MAOZ ELCHANAN

(Last)

(First)

(Middle)

PLATINUM HOUSE, 21 HA'ARBA'A STREET

(Street)

TEL AVIV

64739

(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^*

Everest Fund, L.P.

(Last)

(First)

(Middle)

PLATINUM HOUSE, 21 HA'ARBA'A ST.

(Street)

TEL AVIV

64739

(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. This amendment is beeing filed to reflect that Everest Special Situations Fund L.P. was the purchaser of these shares.

	By: Everest Special Situations Fund, L.P.; By: Maoz Everest Fund Management, Ltd, its General Partner; By: Elchanan Maoz, its Chairman and CEO	08/08/2008
	By: Maoz Everest Fund Management, Ltd.; By: /s/ Elchanan Maoz, its Chairman and CEO	08/08/2008
	By: /s/ Elchanan Maoz	08/08/2008
	By: Everest Fund, L.P.; By: Maoz Everest Fund Management, Ltd, its General Partner; Elchanan Maoz, its Chairman and CEO	08/08/2008
	** 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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