FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Nantahala Capital Management, LLC		 2. Issuer Name and Ticker or Trading Symbol

IMAGEWARE SYSTEMS INC [ IWSY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

130 MAIN ST. 2ND FLOOR, 		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/3/2022
(Street)

NEW CANAAN, CT 06840
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series D Convertible Preferred Stock (1)$0.0583 6/3/2022  J (2)  2600     (1) (1)Common Stock 44596910 $1000 (2)13274 I See Footnote (3)
Explanation of Responses:
(1) Series D Convertible Preferred Stock ("Series D Preferred Stock") is convertible to Common Stock at the option of the holder at any time following three months from the acquisition date, or at the option of ImageWare upon the satisfaction of certain conditions. Series D Preferred Stock does not expire but is subject to certain redemption rights.
(2) The Series D Convertible Redeemable Preferred Stock is being exchanged for additional term loans under the Loan and Security Agreement dated December 29, 2021, as amended June 3, 2022, as further described in the 8-K filed by ImageWare on June 8, 2022.
(3) Nantahala Capital Management, LLC ("NCM"), as investment adviser to certain private funds and managed accounts that hold the ImageWare Systems, Inc. ("ImageWare") common stock ("Common Stock"), Series C Preferred Stock, and Series D Preferred Stock disclosed in this Form 4, may be deemed a beneficial owner of such securities. Each of Mr. Wilmot B Harkey and Mr. Daniel Mack may be deemed a beneficial owner of Common Stock, Series C Preferred Stock, and Series D Preferred Stock beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack disclaims beneficial ownership of the ImageWare securities disclosed herein except to the extent of their respective pecuniary interests therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Nantahala Capital Management, LLC
130 MAIN ST. 2ND FLOOR
NEW CANAAN, CT 06840
X

Harkey Wilmot B.
C/O NANTAHALA CAPITAL MANAGEMENT, LLC
130 MAIN ST. 2ND FLOOR
NEW CANAAN, CT 06840
X

Mack Daniel
C/O NANTAHALA CAPITAL MANAGEMENT, LLC
130 MAIN ST. 2ND FLOOR
NEW CANAAN, CT 06840
X
Signatures
NANTAHALA CAPITAL MANAGEMENT, LLC By: /s/ Taki Vasilakis, Chief Compliance Officer6/8/2022
**Signature of Reporting PersonDate

NANTAHALA CAPITAL MANAGEMENT, LLC By: /s/ Wilmot B. Harkey6/8/2022
**Signature of Reporting PersonDate

NANTAHALA CAPITAL MANAGEMENT, LLC By: /s/ Daniel Mack6/8/2022
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
ImageWare Systems (CE) (USOTC:IWSY)
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