SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* U.M. AccelMed, Limited Partnership (Last) (First) (Middle) 6 HACHOSHLIM ST (Street) HERZELIA L3 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/24/2009	3. Issuer Name and Ticker or Trading Symbol OPHTHALMIC IMAGING SYSTEMS [ OISI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock(1)(2)	9,633,228	D(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant(1)(2)	06/24/2009	06/24/2012	Common Stock	3,211,076	$1	D(3)(4)

1. Name and Address of Reporting Person* U.M. AccelMed, Limited Partnership (Last) (First) (Middle) 6 HACHOSHLIM ST (Street) HERZELIA L3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* A.M. AccelMed Management (2009) Ltd. (Last) (First) (Middle) 6 HACHOSHLIM ST (Street) HERZELIA L3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* M. ARKIN (1999) LTD. (Last) (First) (Middle) 6 HACHOSHLIM ST (Street) HERZELIA L3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Arkin Moshe (Last) (First) (Middle) 6 HACHOSHLIM ST (Street) HERZELIA L3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On June 24, 2009, Ophthalmic Imaging Systems (the "Company") entered into a Purchase Agreement (the "Purchase Agreement") with U.M. AccelMed, Limited Partnership ("AccelMed"), pursuant to which the Company agreed to issue and sell to AccelMed up to an aggregate of 13,214,317 shares of the Company's common stock, no par value (the "Common Stock"), and warrants to purchase up to an aggregate of 4,404,772 shares of Common Stock in two installments.

2. For the first installment, completed on June 24, 2009, the Company issued to AccelMed 9,633,228 shares of Common Stock and a warrant to purchase up to 3,211,076 shares of Common Stock, for an aggregate purchase price of $3,999,909. For the second installment (the "2nd Installment"), the Company will issue to AccelMed 3,581,089 shares of Common Stock and a warrant to purchase up to 1,193,696 shares of Common Stock, for an aggregate purchase price of $1,999,967. Subject to certain conditions set forth in the Purchase Agreement, which includes, without limitation, the achievement of certain financial milestones, the completion of the 2nd Installment will occur within 14 days of the date of the Company's filing of its Form 10-Q for the quarter ended March 31, 2010 or on a later date as may be agreed to in writing by the parties.

3. These securities are owned directly by AccelMed and indirectly by A.M. AccelMed Management (2009) Ltd., the general partner of AccelMed (the "General Partner"), M. Arkin (1999) Ltd ("M. Arkin (1999)"), the beneficial owner of 80% of the outstanding shares of the General Partner, and Moshe Arkin, the sole director and the beneficial owner of 99.9% of the outstanding shares of M. Arkin (1999) and a director of the Company.

4. The filing of this Form 3 shall not be construed as an admission that the General Partner, M. Arkin (1999) or Mr. Arkin is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of Common Stock of the Company owned by AccelMed. Pursuant to Rule 16a-1, each of the General Partner, M. Arkin (1999) and Mr. Arkin disclaim beneficial ownership of the shares of the Company reported herein that are beneficially owned by AccelMed, except to the extent of their pecuniary interest therein.

Remarks:

This is a joint filing by AccelMed, the General Partner, M. Arkin (1999) and Mr. Arkin. AccelMed also may be deemed a director by virtue of its right to appoint three directors to the Company's board of directors. Mr. Arkin and Uri Geiger currently serves as their representatives on the Company's board of directors.

	U.M. AccelMed, Limited Partnership, By: A.M. Management (2009) Ltd., By: M. Arkin (1999) Ltd., By: /s/ Moshe Arkin	07/06/2009
	A.M. Management (2009) Ltd., By: M. Arkin (1999) Ltd., By: /s/ Moshe Arkin	07/06/2009
	By: M. Arkin (1999) Ltd., By: /s/ Moshe Arkin	07/06/2009
	/s/ Moshe Arkin	07/06/2009
	** Signature of Reporting Person	Date
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