| 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
DecisionPoint Systems, Inc. [ DPSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/12/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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, par value $.001 per share | 10/12/2012 | J(1) | 58,800 | D | (1) | 874,627 | I | See Footnote(2)(3) | ||
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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 | ||||||||
| Series C Cumulative Convertible Preferred Stock | $3.2 | 10/12/2012 | J(1) | 154,400 | (4) | (4) | Common Stock | 154,400 | (1) | 1,132,267 | I | See Footnote(2)(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to a certain stock purchase agreement, dated October 12, 2012, by and between Sigma Opportunity Fund II, LLC ("Sigma Fund") and Donald W. Rowley ("DWR"), DWR purchased (i) 58,800 shares of Common Stock and (ii) 154,400 shares of Series C Convertible Preferred Stock of the Issuer from Sigma Fund for an aggregate purchase price of $494,080. |
| 2. This Form 4 is filed jointly by Sigma Fund, Sigma Capital Advisor, LLC ("Sigma Advisors"), Sigma Capital Partners, LLC ("Sigma Partners") and Thom Waye. |
| 3. Of these securities, (i) 65,000 shares are owned directly by Sigma Advisors and (ii) 809,627 shares are owned directly by Sigma Fund. Mr. Waye, Sigma Partners and Sigma Advisors may be deemed to indirectly beneficially own the securities not directly owned by virtue of Mr. Waye being the sole member of Sigma Partners, which is the sole member of Sigma Advisors, the managing member of Sigma Fund for which Mr. Waye is the manager. Each of the reporting persons disclaims beneficial ownership of the securities not directly owned by them except to the extent of their pecuniary interest therein. |
| 4. The Series C Convertible Preferred Stock is currently exercisable and may be converted into shares of Common Stock by the holder at any time and has no expiration date. |
| 5. All of these securities reported are directly owned by Sigma Fund and indirectly by (i) Sigma Advisors, as managing member of Sigma Fund, (ii) Sigma Partners by virtue of it being the sole member of Sigma Advisors, and (iii) Mr. Waye by virtue of his position as the sole member of Sigma Partners and manager of Sigma Fund. Mr. Waye, Sigma Partners and Sigma Advisors disclaim beneficial ownership of the securities owned by Sigma Fund except to the extent of their pecuniary interest therein. |
| /s/ Kevin W. Waite, Power of Attorney | 10/16/2012 | |
| /s/ Kevin W. Waite, Authorized Representative | 10/16/2012 | |
| /s/ Kevin W. Waite, Authorized Representative | 10/16/2012 | |
| /s/ Kevin W. Waite, Authorized Representative | 10/16/2012 | |
| ** 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). | ||
| 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. | ||