| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DIGITAL ALLY INC [ DGLY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/17/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/04/2008 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 03/17/2008 | M | 238,818 | A | $1 | 1,028,818 | D | |||
| Common Stock | 03/17/2008 | F | 35,330(1) | D | $5.76 | 993,488 | D | |||
| Common Stock | 03/17/2008 | M | 63,874 | A | $2.15 | 1,057,362 | D | |||
| Common Stock | 03/17/2008 | F | 17,362(2) | D | $5.76 | 1,040,000 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $1 | 03/17/2008 | M | 238,818 | 09/01/2005(3) | 09/01/2015 | Common Stock | 238,818 | $0 | 1,407,638 | D | ||||
| Stock Option (Right to Buy) | $2.15 | 03/17/2008 | M | 63,874 | 09/25/2006(3) | 09/25/2011 | Common Stock | 63,874 | $0 | 1,222,308 | D | ||||
| Explanation of Responses: |
| 1. Reflects 35,330 shares withheld by the issuer at the market price of $6.76 per share less an exercise price of $1.00 per share to fund the cashless exercise of 238,818 options. |
| 2. Reflects 17,362 shares withheld by the issuer at the market price of $6.76 per share less an exercise price of $1.00 per share to fund the cashless exercise of 63,874 options. |
| 3. The stock options exercised by the reporting person reported on this Form 4 vested as follows: 100,000 on 9/1/2005; 56,180 on 9/29/05; 46,512 on 9/25/2006; and 100,000 on 3/31/2007. |
| Remarks: |
| The transactions reported above in Table I reflect the cashless exercise of stock options evidenced by agreements dated September 1, 2005, and September 25, 2006. The cashless exercise for each option is reported in two lines. The first line of each cashless exercise transaction is coded M in column 3 of Table I and reports in column 4 the number of shares issuable upon exercise of the option had cash been paid to exercise the options, together with the exercise price with Code A for acquired. The line coded F in column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options with Code D for disposed. Where the number of shares deducted for cashless exercise is a fraction, the number has been rounded to the nearest whole number of shares. The number of shares on a net basis actually owned by the reporting person after the cashless exercise of each option is the amount by which the first line for each cashless exercise exceeds the second line for the same cashless exercise. All transactions are exempt from Section 16 (b) by reason of Rule 16b-3. The transactions reported in Table II above, reflect the disposition of the same stock options whose cashless exercise is disclosed in Table I above. The number of derivative securities owned after the transactions reported in column 9 of Table II above includes only stock options. |
| /s/ Stanton E. Ross | 03/19/2008 | |
| ** 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). | ||
| 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 Number. | ||