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* JEFFERIES & COMPANY, INC. (Last) (First) (Middle) 520 MADISON AVE. (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Bonds.com Group, Inc. [ bdcg ]	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) 12/05/2011
	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
Series D Convertible Preferred Stock	(1)	12/05/2011		J(2)			2,000	07/01/2011	(3)	Common Stock	28,571,428	(4)	0	D
Series E Convertible Preferred Stock	(5)	12/05/2011		J(2)		2,072		12/05/2011	(3)	Common Stock	29,599,999.4	(2)	2,072	D

1. Name and Address of Reporting Person* JEFFERIES & COMPANY, INC. (Last) (First) (Middle) 520 MADISON AVE. (Street) NEW YORK NY 10022 (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* JEFFERIES GROUP INC /DE/ (Last) (First) (Middle) 520 MADISON AVENUE (Street) NEW YORK NY 10022 (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. Subject to the terms set forth in the Certificate of Designation, each share of the Series D Convertible Preferred Stock was convertible into the number of shares of Common Stock determined by dividing (i) the sum of (x) the Stated Value ($1,000 subject to appropriate adjustments) applicable to such shares of Series D Convertible Preferred Stock and (y) all Accrued Dividends (as defined below) thereon that remain unpaid as of such date by (ii) the Optional Conversion Price in effect at the time of conversion. The initial "Optional Conversion Price" was $0.07 and dividends accrued at a rate of 8% per annum, compounded annually (the "Accrued Dividends"). The 28,571,428 shares underlying the Series D Convertible Preferred Stock give effect to Accrued Dividends for the period from February 2, 2011 through July 1, 2011.

2. Exchange of 2,000 shares of Series D Convertible Preferred Stock for 2,072 shares of Series E Convertible Preferred Stock pursuant to the terms of the Exchange Agreement dated December 5, 2011 by and between Bonds.com Group, Inc., Jefferies & Company, Inc. and the other parties thereto.

3. The Series D Convertible Preferred Stock does not have an expiration date. The Series E Convertible Preferred Stock does not have an expiration date.

4. The Reporting Person originally purchased 20 units, each of which was comprised of warrants to purchase 1,428,571.429 shares of Common Stock and 100 shares of Series D Convertible Preferred Stock for aggregate consideration equal to $2 million.

5. Each share of Series E Convertible Preferred Stock is convertible into 14,285.714 shares of Common Stock.

	/s/ Roland T. Kelly, MD and Associate General Counsel	12/07/2011
	/s/ Roland T. Kelly, Assistant Secretary	12/07/2011
	** Signature of Reporting Person	Date
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