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^*

Kobler Hans

(Last)

(First)

(Middle)

C/O ICX TECHNOLOGIES, INC.

2100 CRYSTAL DRIVE, SUITE 650

(Street)

ARLINGTON

22202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ICX TECHNOLOGIES INC [ ICXT ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2010

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	10/04/2010		U		16,534	D	$7.55	0	D
Common Stock	10/04/2010		U		21,533,226	D	$7.55	0	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)
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 Options (Right to Buy)	$5	10/04/2010		D			87,492	⁽²⁾	04/14/2019	Common Stock	87,492	⁽²⁾	0	D
Stock Options (Right to Buy)	$5	10/04/2010		D			226,008	⁽³⁾	04/14/2019	Common Stock	226,008	⁽³⁾	0⁽³⁾	D
Stock Options (Right to Buy)	$5.36	10/04/2010		D			127,250	⁽²⁾	02/03/2016	Common Stock	127,250	⁽²⁾	0	D
Warrant	$5.36	10/04/2010		D			127,250	⁽⁴⁾	02/03/2016	Common Stock	127,250	⁽⁴⁾	0	I	See Footnote⁽¹⁾

Explanation of Responses:

1. Prior to the merger of Indicator Merger Sub, Inc. with and into ICx Technologies, Inc., these securities were held by entities affiliated with Wexford Capital LP (the "LP"). The reporting person may have been deemed to have an indirect ownership interest over the shares held by the LP through his agreement with the LP. The reporting person disclaims beneficial ownership of securities held by the LP, except to the extent of his pecuniary interest therein.

2. In the merger of Indicator Merger Sub, Inc. with and into ICx Technologies, Inc., these options were cancelled for a cash payment per underlying share equal to the difference between the exercise price of the option and $7.55.

3. In the merger of Indicator Merger Sub, Inc. with and into ICx Technologies, Inc. these options were converted and adjusted into options with respect to a number of shares of common stock of FLIR Systems, Inc. equal to the number of ICXT shares subject to the pre-converted option multiplied by approximately 0.28.

4. In the merger of Indicator Merger Sub, Inc. with and into ICx Technologies, Inc., these warrants were cancelled for a cash payment per underlying share equal to the difference between the exercise price of the warrant and $7.55.

	/s/ James H. Luby, by power of attorney	10/06/2010
	** 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).
** 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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