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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* U.M. AccelMed, Limited Partnership (Last) (First) (Middle) 6 HACHOSHLIM ST (Street) HERZELIA L3 L3 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OPHTHALMIC IMAGING SYSTEMS [ OISI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/26/2010
	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	05/26/2010		P		3,581,089	A	(1)	13,338,603	D(2)(3)

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
Common Stock	$1	05/26/2010		P		1,193,696		(4)	06/23/2012	Common Stock	1,193,696	(1)	1,193,696	D(2)(3)

1. Name and Address of Reporting Person* U.M. AccelMed, Limited Partnership (Last) (First) (Middle) 6 HACHOSHLIM ST (Street) HERZELIA L3 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 X 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 X 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 May 26, 2010, Ophthalmic Imaging Systems, a California corporation (the "Company"), issued and sold to U.M. AccelMed, Limited Partnership, an Israeli limited partnership ("AccelMed"), 3,581,089 shares of the Company's common stock, no par value, and a warrant to purchase up to 1,193,696 shares of common stock, for an aggregate purchase price of $1,999,967.

2. 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).

3. The filing of this Form 4 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.

4. This warrant may be exercised beginning on the earliest of the following: (i) the date that the Company consummates a merger with and into another corporation or the date the Company consummates a sale, transfer or other disposition of all or substantially all of its assets, (ii) the date that the average closing price per share of the Company's common stock on the OTC Bulletin Board (or wherever the Company's common stock is listed or quoted for trading on the date in question) for 10 consecutive trading days exceeds $2.00, (iii) the date the Company's Board of Directors offers a transaction pursuant to which the Company will raise at least $1.5 million in a capital raising transaction with persons who are shareholders of MediVision Medical Imaging Ltd. (a large shareholder of the Company), and (iv) March 23, 2012.

Remarks:

	/s/ U.M. AccelMed, Limited Partnership, By: A.M. Management (2009) Ltd., By: M. Arkin (1999) Ltd., By: Moshe Arkin	06/10/2010
	/s/ A.M. Management (2009) Ltd., By: M. Arkin (1999) Ltd., By: Moshe Arkin	06/10/2010
	/s/ M. Arkin (1999) Ltd., By Moshe Arkin	06/10/2010
	/s/ Moshe Arkin	06/10/2010
	** 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).
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