ICTS International N.V.
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Common Stock
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N43837108
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MacPherson Atzmon Family Trust
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c/o Honor Trustees Limited,
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Challenge House - The Grange, St. Peter Port,
Guernsey
Tel: 41 58 450 8000
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January 5, 2017
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¹
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The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).
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CUSIP No. N43837108
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13D/A
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Page 2 of 7
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1
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NAME OF REPORTING PERSON
Spencer Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
BVI
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
Direct: 7,238,302 Indirect: 4,847,226
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
Direct: 7,238,302 Indirect: 4,847,226
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,085,528
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.55%
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14
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TYPE OF REPORTING PERSON*
CO
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CUSIP No. N43837108
|
|
13D/A
|
|
Page 2 of 7
|
1
|
NAME OF REPORTING PERSON
MacPherson Atzmon Family Trust
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☒
(b) ☐
|
|||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
PF
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|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
BVI
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
Direct: 7,238,302 Indirect: 4,847,226
|
||
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
Direct: 7,238,302 Indirect: 4,847,226
|
|||
10
|
SHARED DISPOSITIVE POWER
0
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,085,528
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.55%
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|||
14
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TYPE OF REPORTING PERSON*
OO (Trust)
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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(a)
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The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Amendment.
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(b)
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The Reporting Persons have the sole power to vote and sole power to dispose of the shares of Common Stock to which this Amendment relates.
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(c)
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N/A.
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(d)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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By:
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/s/ Menachem Atzmon
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Menachem Atzmon
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