SEC FORM 4

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^*

SEDWICK JAY L

(Last)

(First)

(Middle)

ARMSTRONG GROUP OF COMPANIES,

ONE ARMSTRONG PLACE

(Street)

BUTLER

16001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTH PITTSBURGH SYSTEMS INC [ NPSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2004

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 Stock								297,996	I	(1)
Common Stock								55,713	I	(2)
Common Stock								400	I	(3)
Common Stock	01/07/2004		G		3,100	D	$0	57,006	D
Common Stock								2,505	D
Common Stock								914,665	I	(4)

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)

Explanation of Responses:

Remarks:

(1) These shares are held by Armstrong Holdings, Inc., a Delaware corporation in which Jay L. Sedwick is an Officer and Director. The filing of this report shall not be construed as an admission that the undersigned is, for the purpose of Section 16(a) of the Act, a beneficial owner of the 297,996 shares described herein. (2) These shares are held by the Sedwick Foundation, of which Jay L. Sedwick is a Co-Trustee. Of the total number of shares held by the Sedwick Foundation, 21,075 shares were transferred by NPT Holdings, LLC. The filing of this report shall not be construed as an admission that the undersigned is, for the purpose of Section 16(a) of the Act, a beneficial owner of the 55,713 shares described herein. (3) These shares are held by the Jud L. Sedwick Family Trust No. 2, of which Jay L. Sedwick is a Co-Trustee. The filing of this report shall not be construed as an admission that the undersigned is, for the purpose of Section 16(a) of the Act, a beneficial owner of the 400 shares described herein. (4) 935,740 shares were held by Armstrong Utilities, Inc., a Pennsylvania corporation in which Jay L. Sedwick is an Officer and Director. 914,665 of the shares were transferred to NPT Holdings, LLC and 21,075 of the shares were transferred to the Sedwick Foundation. Jay L. Sedwick is not an officer/director/member of NPT Holdings, LLC but he is an Officer and Director of Armstrong Utilities, Inc. which is the sole member of NPT Holdings, LLC.

	/s/ Jay L. Sedwick	01/08/2004
	** 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).
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