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^*

MULVIHILL GAIL

(Last)

(First)

(Middle)

C/O BOOMERANG SYSTEMS, INC.,

30 A VREELAND ROAD, SUITE 150

(Street)

FLORHAM PARK,

07932

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Boomerang Systems, Inc. [ BMER ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2014

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	10/31/2014		F		823,674	A	$2.15⁽¹⁾	1,225,928	I	by Lake Isle Corporation⁽²⁾
Common Stock	10/31/2014		F		140,313	A	$2.15⁽¹⁾	316,975	I	by Sail Energy LLC⁽²⁾
Common Stock	10/31/2014		F		238,419	A	$2.15⁽³⁾	555,394	I	by Sail Energy LLC⁽²⁾
Common Stock	10/31/2014		F		103,205	A	$2.15⁽¹⁾	202,886	I	by SB&G Properties LLC⁽²⁾
Common Stock	10/31/2014		F		467,488	A	$2.15⁽⁴⁾	599,232	I	by the Estate of Gene Mulvihill⁽²⁾
Common Stock								710,034	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)
Convertible Note	$4.6⁽⁵⁾	10/31/2014		F			$510,000	06/14/2012	06/14/2017	Convertible Note	$510,000	⁽³⁾	0	I	by Sail Energy LLC⁽²⁾
Warrants (right to buy)	$4.6⁽⁵⁾	10/31/2014		F			110,870	06/14/2012	06/14/2017	Common Stock	110,870	⁽³⁾	0	I	by Sail Energy LLC⁽²⁾
Convertible Note	$3.95⁽⁶⁾	10/31/2014		F			$300,142	11/01/2011	11/01/2016	Convertible Note	$300,142	⁽¹⁾	0	I	by Sail Energy LLC⁽²⁾
Warrants (right to buy)	$3.95⁽⁶⁾	10/31/2014		F			75,986	11/01/2011	11/01/2016	Common Stock	75,986	⁽¹⁾	0	I	by Sail Energy LLC⁽²⁾
Convertible Note	$3.95⁽⁶⁾	10/31/2014		F			$1,761,917	11/01/2011	11/01/2016	Convertible Note	$1,761,917	⁽¹⁾	0	I	by Lake Isle Corporation⁽¹⁾
Warrants (right to buy)	$3.95⁽⁶⁾	10/31/2014		F			446,055	11/01/2011	11/01/2016	Common Stock	446,055	⁽¹⁾	0	I	by Lake Isle Corporation⁽²⁾
Convertible Note	$3.95⁽⁶⁾	10/31/2014		F			$220,763	11/01/2011	11/01/2016	Convertible Note	$220,763	⁽¹⁾	0	I	by SB&G Properties LLC⁽²⁾
Warrants (right to buy)	$3.95⁽⁶⁾	10/31/2014		F			55,890	11/01/2011	11/01/2016	Common Stock	55,890	⁽¹⁾	0	I	by SB&G Properties LLC⁽²⁾
Convertible Note	$4.64⁽⁵⁾	10/31/2014		F			$1,000,000	12/28/2012	12/31/2017	Convertible Note	$1,000,000	⁽⁴⁾	0	I	by the Estate of Gene Mulvihill⁽²⁾
Warrants (right to buy)	$4.64⁽⁵⁾	10/31/2014		F			215,518	12/28/2012	12/31/2017	Common Stock	215,518	⁽⁴⁾	0	I	by the Estate of Gene Mulvihill⁽²⁾

Explanation of Responses:

1. The shares were issued pursuant to the Issuer's exchange offer in which each holder of first tranche units consisting of (a) $100,000 principal amount of 6% Convertible Promissory Notes due November 1, 2016, November 18, 2016 and December 9, 2016 and (b) warrants to purchase 25,317 shares of common stock of the Issuer expiring on November 1, 2016, November 18, 2016 and December 9, 2016, respectively, or a pro-rata portion thereof (after giving effect to anti-dilution adjustments to the initial exercise price of $4.25 per share) were tendered by the holder in exchange for the issuance of shares of common stock for the settlement of the balance of the note (principal and interest) at $2.15 per share. The issuance of the shares was registered pursuant to a Tender Offer Statement on Schedule TO, as amended, filed by the Issuer with the SEC (the "Schedule TO").

2. The reporting person is a stockholder of Lake Isle Corporation, which owns a portion of SB&G Properties LLC. The reporting person is a member of Sail Energy LLC. The reporting person is the administrator of The Estate of Gene Mulvihill. The reporting person disclaims beneficial ownership of all such securities that exceeds her pecuniary interest.

3. The shares were issued pursuant to the Issuer's exchange offer in which each holder of second tranche units consisting of (a) $100,000 principal amount of 6% Convertible Promissory Notes due June 14, 2017 and (b) warrants to purchase 21,740 shares of common stock of the Issuer expiring on June 14, 2017, or a pro-rata portion thereof (after giving effect to anti-dilution adjustments to the initial exercise price of $5.00 per share) were tendered by the holder in exchange for the issuance of shares of common stock for the settlement of the balance of the note (principal and interest) at $2.15 per share. The issuance of the shares was registered pursuant to the Schedule TO.

4. The shares were issued pursuant to the Issuer's exchange offer in which each holder of third tranche units consisting of (a) $100,000 principal amount of 6% Convertible Promissory Notes due December 31, 2017 and (b) warrants to purchase 21,552 shares of common stock of the Issuer expiring on December 31, 2017, or a pro-rata portion thereof (after giving effect to anti-dilution adjustments to the initial exercise price of $5.00 per share) were tendered by the holder in exchange for the issuance of shares of common stock for the settlement of the balance of the note (principal and interest) at $2.15 per share. The issuance of the shares was registered pursuant to the Schedule TO.

5. Gives effect to anti-dilution adjustments to the initial exercise price of $5.00 per share.

6. Gives effect to anti-dilution adjustments to the initial exercise price of $4.25 per share.

	/s/ Gail Mulvihill	11/04/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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