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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 2.15 (4) | 02/23/2012 | J | 303,488 (4) | 09/25/2006 | 09/25/2011 | Common stock | 303,488 (4) | $ 0 | 1,168,823 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROSS STANTON E 8000 WEST 110TH STREET SUITE 200 OVERLAND PARK, KS 66210 |
X | CEO & President | ||
| Stanton E. Ross | 03/28/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Mr. Ross did not initiate the sales reported. He had pledged 91,600 shares of his common stock for a margin account at a stock brokerage firm. The firm and/or its accounts were subsequently taken over by a third party. At some point, Mr. Ross learned that such third party had liquidated these shares to satisfy, in whole or in part, the margin debt. Mr. Ross is unable to confirm dates, prices or amount of any sale transactions by such third party and has used the date noted as the transaction date for purposes of this Report. |
| (2) | Mr. Ross did not initiate the sales reported. He had pledged approximately 555,000 shares of his common stock as collateral for a personal loan. In 2011 the bank notified Mr. Ross that it intended to sell all or part of the pledged shares to help satisfy his obligation to it and sold shares, which Mr. Ross previously reported on Form 4's according to the information that the bank supplied to him. Mr. Ross contested the bank's actions in court. Effective February 23, 2012, he and the bank reached a settlement under which the bank retained the balance of the unsold pledged shares it then held in partial satisfaction of the debt. No specific value has been assigned to the shares in the settlement agreement. |
| (3) | The Digital Ally, Inc. 401K Plan & Trust holds shares for the benefit of Mr. Ross. The number of shares held for the benefit of Mr. Ross was adjusted by 2,185 shares to 11,957 as of December 31, 2011. This adjustment was the result of a reallocation of shares within the Plan pursuant to applicable rules and regulations. |
| (4) | A total of 303,488 options previously granted to Mr. Ross under the 2006 Digital Ally, Inc. Stock Option and Restricted Stock Plan expired unexercised on September 25,2011. |