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^*

ROSS STANTON E

(Last)

(First)

(Middle)

8000 WEST 110TH STREET

SUITE 200

(Street)

OVERLAND PARK

66210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIGITAL ALLY INC [ DGLY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2012

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	02/23/2012		S		91,600	D	$0⁽¹⁾	638,346	D
Common stock	02/23/2012		S		555,000	D	$0⁽²⁾	83,346	D
Common stock	02/23/2012		S		2,185	D	$0⁽³⁾	81,161	D

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)
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

Explanation of Responses:

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.

	Stanton E. Ross	03/28/2012
	** 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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