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^*

Chestnutt Charles

(Last)

(First)

(Middle)

VICON INDUSTRIES, INC.

131 HEARTLAND BOULEVARD

(Street)

EDGEWOOD

11717

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VICON INDUSTRIES INC /NY/ [ VII ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & COO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2014

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	08/29/2014		A		85,425	A	⁽¹⁾	85,425	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)
Stock Option (Right to Buy)	$0.44	08/29/2014		A		6,313		08/29/2014	11/08/2014	Common Stock	6,313	⁽²⁾	6,313	D
Stock Option (Right to Buy)	$0.44	08/29/2014		A		11,782		08/29/2014	10/11/2015	Common Stock	11,782	⁽²⁾	18,095	D
Stock Option (Right to Buy)	$2.26	08/29/2014		A		11,362		08/29/2014	11/14/2016	Common Stock	11,362	⁽²⁾	29,457	D
Stock Option (Right to Buy)	$5.27	08/29/2014		A		7,574		08/29/2014	12/07/2017	Common Stock	7,574	⁽²⁾	37,031	D
Stock Option (Right to Buy)	$8.4	08/29/2014		A		7,574		08/29/2014	12/04/2018	Common Stock	7,574	⁽²⁾	44,605	D
Stock Option (Right to Buy)	$1.78	08/29/2014		A		37,873		⁽³⁾	12/18/2022	Common Stock	37,873	⁽²⁾	82,478	D
Stock Appreciation Right	$2.93	08/29/2014		A		75,747		⁽⁴⁾	01/31/2016	Common Stock	75,747	⁽⁵⁾	158,225	D
Stock Appreciation Right	$3.56	08/29/2014		A		37,873		⁽⁶⁾	01/31/2017	Common Stock	37,873	⁽⁵⁾	196,098	D

Explanation of Responses:

1. Received in exchange for 338,332 shares of common stock of IQinVision, Inc. ("IQinVision"), in connection with the stock-for-stock merger of IQinVision with VI Merger Sub, Inc., a wholly owned subsidiary of the Issuer, pursuant to which VI Merger Sub, Inc. was merged with and into IQinVision, with IQinVision surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). On the effective date of the Merger, the closing price of the Issuer's common stock was $3.68 per share.

2. In connection with the Merger, all outstanding IQinVision stock options, whether vested or unvested, were assumed by Vicon. Represents stock options to purchase an aggregate of 326,668 shares of IQinVision common stock, which were assumed by Vicon as of the effective date of the Merger and replaced with options to purchase an aggregate of 82,478 shares of Vicon common stock.

3. This option is currently exercisable as to 22,092 shares of common stock, and will vest as to the remaining 15,781 shares of common stock in five equal quarterly installments beginning on October 1, 2014.

4. These stock appreciation rights are currently exercisable with respect to 37,873 shares of common stock, and will vest as to the remaining 37,874 shares of common stock in equal installments on each of January 1, 2015 and January 1, 2016.

5. In connection with the Merger, all outstanding IQinVision stock appreciation rights, whether vested or unvested, were assumed by Vicon. Represents stock appreciation rights with respect to an aggregate of 450,000 shares of IQinVision common stock, which were assumed by Vicon as of the effective date of the Merger and replaced with stock appreciation rights with respect to an aggregate of 113,620 shares of Vicon common stock.

6. These stock appreciation rights are currently exercisable with respect to 9,468 shares of common stock, and will vest as to the remaining 28,405 shares of common stock in three equal installments on each of January 1, 2015, January 1, 2016 and January 1, 2017.

	/s/ Charles Chestnutt	09/03/2014
	** Signature of Reporting Person	Date
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