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^*

KIELY JOHN R III

(Last)

(First)

(Middle)

17817 DAVIS ROAD

(Street)

DUNDEE

48131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEGRAL VISION INC [ INVI ]

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)
09/15/2008

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								2,211,988	D
common stock								1,291,693	I	Trustee⁽¹⁾
common stock	09/15/2008		J⁽²⁾		1,500	D	⁽²⁾	0	I	Custodian for my two children
common stock								10,200	I	Co-Trustee Michael Kiely Trust

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)
warrants	$0.25⁽³⁾	09/15/2008⁽⁴⁾		A		156,281		09/15/2008	07/30/2011	common	156,281	$0.00⁽⁵⁾	156,281	D
warrants	$0.25⁽³⁾	09/15/2008⁽⁶⁾		A		191,733		09/15/2008	01/02/2012	common	191,733	$0.00⁽⁵⁾	348,014	D
convertible note	$0.25	09/15/2008		A		$608,668		09/15/2008	07/01/2010	common	2,434,672	$0.00⁽⁷⁾	2,782,686	D
warrants	$0.25⁽⁸⁾							04/13/2005	04/13/2009	common	114,684		114,684	I	Trustee⁽¹⁾
warrants	$0.25⁽³⁾	09/15/2008⁽⁴⁾		A		67,730		09/15/2008	07/30/2011	common	67,730	$0.00⁽⁵⁾	182,414	I	Trustee⁽¹⁾
warrants	$0.25⁽³⁾	09/15/2008⁽⁶⁾		A		180,048		09/15/2008	01/02/2012	common	180,048	$0.00⁽⁵⁾	362,462	I	Trustee⁽¹⁾
convertible note	$0.25	09/15/2008		A		$551,598		09/15/2008	07/01/2010	common	2,206,392	$0.00⁽⁹⁾	2,568,854	I	Trustee⁽¹⁾

Explanation of Responses:

1. Trustee means Trustee of the John R. & Margaret Lee Kiely 1979 Trust

2. Custodial relationship lapsed when my two children reached age 21 in May 2003 and October 2007 respectively

3. exercise price of warrants lowered from $1.60 per share to $0.25 per share effective September 15, 2008

4. warrants issued July 30, 2007 -- but were blocked from exercise until September 15, 2008

5. warrants were acquired in conjunction with a note of issuer

6. warrants issued January 2, 2008 -- but were blocked from exercise until September 15, 2008

7. convertible note acquired in exchange for other short term secured notes of issuer (principal value $575,750 plus $32,918 accured interest due thereon)

8. exercise price lowered from $1.00 per share to $0.25 per share September 15, 2008

9. convertible note acquired in exchange for other short term secured notes of issuer (principal value $524,250 plus $27,348 accrued interest due thereon)

Remarks:

	JOHN R. KIELY, III	09/17/2008
	** 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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