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*
PAULSON CAPITAL CORP

(Last) (First) (Middle)
811 SW NAITO PARKWAY
SUITE 200

(Street)
PORTLAND OR 97204

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ICOP DIGITAL, INC [ ICOP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 09/21/2007 X(2) 50,000(2) A $9.9(2) 492,300 I See Footnote(1)
Common Stock 09/21/2007 X(3) 50,000(3) A $6.19(3) 542,300 I See Footnote(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Underwriter Warrants (Right to buy units)(2) $9.9 09/21/2007 X(2) 25,000(2) 01/04/2006 07/08/2010 Common Stock and Warrants 100,000 $0.00 799,764 I See Footnote(1)
Warrants (Right to buy Common Stock)(2) $6.19 09/21/2007 X(2) 50,000(2) 07/08/2005 07/08/2010 Common Stock 50,000 $9.9 849,764 I See Footnote(1)
Warrants (Right to buy Common Stock)(3) $6.19 09/21/2007 X(3) 50,000(3) 07/08/2005 07/08/2010 Common Stock 50,000 $9.9 799,764 I See Footnote(1)
1. Name and Address of Reporting Person*
PAULSON CAPITAL CORP

(Last) (First) (Middle)
811 SW NAITO PARKWAY
SUITE 200

(Street)
PORTLAND OR 97204

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)
1. Name and Address of Reporting Person*
PAULSON CHESTER L F

(Last) (First) (Middle)
811 SW NAITO PARKWAY
SUITE 200

(Street)
PORTLAND OR 97204

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)
1. Name and Address of Reporting Person*
PAULSON JACQUELINE M

(Last) (First) (Middle)
811 SW NAITO PARKWAY
SUITE 200

(Street)
PORTLAND OR 97204

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (1)
Explanation of Responses:
1. Form filed by more than one reporting person. In addition to Paulson Capital Corp. ("PLCC"), the following are reporting parties: Chester L.F. Paulson, Jacqueline M. Paulson, Paulson Family LLC ("LLC") and Paulson Investment Company, Inc. ("PICI"). These reporting parties collectively own over 10%. The address for each of the reporting parties is the same as that provided for PLCC. PICI is a registered broker-dealer and a wholly owned subsidiary of PLCC. Mr. and Mrs. Paulson are controlling managers of the LLC, which is a controlling shareholder of PLCC, which is the parent company of PICI. Mr. and Mrs. Paulson and the LLC expressly disclaim any beneficial ownership of securities held in the name of PLCC and PICI.
2. These transactions result from the exercise of 25,000 underwriter warrants for a price of $9.90 per warrant. One (1) underwriter warrant is exercisable into two (2) shares of common stock and (2) warrants. Therefore, Paulson Investment Company, Inc. received 50,000 shares of common stock and 50,000 warrants.
3. These transactions result from the exercise of 50,000 warrants at a price of $6.19 per warrant. These warrants were received as part of the exercise of the underwriter warrants. One (1) warrant is exercisable into one (1) share of common stock. Therefore, Paulson Investment Company, Inc. received 50,000 shares of common stock for exercising the 50,000 warrants.
Remarks:
Harry L. Striplin, Attorney-in-Fact for Chester L.F. Paulson 09/24/2007
Harry L. Striplin, Authorized Agent for Paulson Capital Corp. 09/24/2007
Harry L. Striplin, Authorized Agent for Paulson Investment Co., Inc. 09/24/2007
Harry L. Striplin, Authorized Agent for Paulson Family LLC 09/24/2007
Harry L. Striplin, Attorney-in-Fact for Jacqueline M. Paulson 09/24/2007
** 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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