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^*

KNETZGER EDWIN L III

(Last)

(First)

(Middle)

C/O DIVCOWEST

575 MARKET STREET 35TH FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bonds.com Group, Inc. [ OTCBB:BDCG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2009

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	12/31/2009		P		4,507,203⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	A	$0.375⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	9,841,230⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	By Self as Manager of Fund Holdings LLC⁽⁶⁾

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)
Rights to purchase common stock	$0.375	12/31/2009		P		12,168,000		12/31/2009	12/31/2012	Common Stock	12,168,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	$0.375⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	26,568,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	By Self as Manager of Fund Holdings LLC⁽⁶⁾
Rights to purchase common stock	$0.375	12/31/2009		P		2,135,000		12/31/2009	12/31/2012	Common Stock	2,135,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	$0.375⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	4,066,334⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	D
Conditional rights to purchase common stock	$0.375	12/31/2009		P		8,964,526		⁽⁸⁾	⁽⁸⁾	Common Stock	8,964,526⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	$0.375⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	8,964,526⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	D
Rights to purchase common stock	$0.375	01/11/2009		P		1,054,240		01/11/2010	01/11/2013	Common Stock	1,054,240⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	$0.375⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	5,120,574⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	D
Rights to purchase common stock	$0.375	01/13/2009		P		413,310		01/13/2010	01/13/2013	Common Stock	413,310⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	$0.375⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	5,533,884⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	D

Explanation of Responses:

1. Fund Holdings LLC ("Fund Holdings") and Bonds.com Group, Inc. ("Bonds") entered into a unit purchase agreement, dated as of August 28, 2009 (as amended, the "Purchase Agreement"), pursuant to which Fund Holdings was entitled to purchase, in up to three closings, a total of 5,000 units at a price of $1,000 per unit. Each unit (a "Unit") consists of 2,667 shares of Bonds common stock ("Common Stock"), equating to a per share price of $0.375, and (ii) rights to purchase an additional 9,597 shares of Common Stock at a per share price of $0.375 ("Ordinary Rights").

2. Under the Purchase Agreement, Fund Holdings was also entitled to certain other rights to acquire shares of Common Stock, including (a) rights to immediately acquire an additional 1,000,000 shares of Common Stock ("Special Rights") and (b) conditional rights to acquire an additional 26,893,580 shares of Common Stock, where the ability to exercise such rights is conditioned upon the exercise of one or more existing purchase rights held by third parties ("Conditional Rights"). In connection with the Initial Closing (defined below), Fund Holdings assigned 2,397 of the Ordinary Rights with respect to each Unit, all of the Special Rights and all of the Conditional Rights to certain other persons, including the manager of Fund Holdings, Mr. Edwin L. Knetzger, III. On September 2, 2009 (the "Initial Closing"), Fund Holdings purchased 1,000 Units and received 2,667,000 shares of Common Stock and 7,200,000 Ordinary Rights.

3. Mr. Knetzger was issued 333,334 Special Rights and 799,000 Ordinary Rights in connection with the Initial Closing. On November 6, 2009 (the "Second Closing"), Fund Holdings purchased another 1,000 Units and received 2,667,000 shares of Common Stock and 7,200,000 Ordinary Rights. Mr. Knetzger was issued 799,000 Ordinary Rights in connection with the Second Closing.

4. On December 23, 2009, Fund Holdings and Bonds amended the Purchase Agreement to permit other investors to purchase certain of the Units allocated to Fund Holdings; provided that such investors would be issued 2,677 shares of Common Stock and 7,200 Ordinary Rights per Unit and Fund Holdings would be entitled to purchase 2,397 Ordinary Rights per unit at a price of $1.00 per Unit. On December 31, 2009 (the "Third Closing"), Fund Holdings purchased 1,690 Units and received 4,507,230 shares of Common Stock and 12,168,000 Ordinary Rights. In addition, at the Third Closing, Fund Holdings purchased 3,140,070 Ordinary Rights in connection with 1,310 Units purchased by Laidlaw Venture Partners III and assigned those Ordinary Rights to other persons, including Mr. Knetzger. As a result, in connection with the Third Closing, Mr. Knetzger was issued 2,135,000 Ordinary Rights and 8,964,526 Conditional Rights.

5. On January 11, 2010 (the "UBS Closing"), Fund Holdings purchased 4,218,720 Ordinary Rights in connection with 1,760 Units purchased by UBS Americas Inc., but relinguished its rights to and returned to the Company 1,056,000 of such Ordinary Rights. Fund Holdings assigned the remaining 3,162,720 Ordinary Rights to other persons, including Mr. Knetzger. As a result, in connection with the UBS Closing, Mr. Knetzger was issued 1,054,240 Ordinary Rights. On January 13, 2010 (the "Final Closing"), Fund Holdings purchased 1,653,930 Ordinary Rights in connection with 690 Units purchased by Laidlaw Venture Partners III and assigned those Ordinary Rights to other persons, including Mr. Knetzger. As a result, in connection with the Final Closing, Mr. Knetzger was issued 413,310 Ordinary Rights.

6. The 9,841,230 shares of Common Stock and 26,568,000 Ordinary Rights are owned directly by Fund Holdings LLC of which Mr. Knetzger is the sole manager. Mr. Knetzger owns only a 16.3% interest in Fund Holdings. Therefore, Mr. Knetzger disclaims any beneficial ownership with respect to such shares of Common Stock and Ordinary Rights, except for his pecuniary interest in 16.3% of such shares and Ordinary Rights.

7. Pursuant to the assignment referenced in footnote 1 above, Mr. Knetzger received (i) 799,000 of the Ordinary Rights and 333,334 Special Rights in connection with the Initial Closing, (ii) 799,000 Ordinary Rights in connection with the Second Closing, (iii) 2,135,000 Ordinary Rights and 8,964,526 Conditional Rights in connection with the Third Closing, (iv) 1,054,240 Ordinary Rights in connection with the UBS Closing and (v) 413,310 Ordinary Rights in connection with the Final Closing.

8. As mentioned in footnote 1 above, the Conditional Rights are not exercisable unless and until outstanding options, warrants and/or purchase rights currently outstanding and held by third parties ("Matched Rights") are exercised. Upon such exercise, the corresponding Conditional Rights (or a portion thereof) become exercisable for a three year period. Therefore, neither the date exercisable nor the expiration date are determinable until the exercise of the corresponding Matched Rights.

	Edwin L. Knetzger, III	01/14/2010
	** Signature of Reporting Person	Date
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