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*
MONACO MICHAEL P
(Last) (First) (Middle)
C/O I.D. SYSTEMS, INC.
123 TICE BOULEVARD
(Street)
WOODCLIFF LAKE NJ 07677
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ID SYSTEMS INC [ IDSY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2012
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 03/15/2012 M 15,000 A $3.3 40,979(2)(3) D
Common Stock, par value $0.01 per share 03/15/2012 F 8,333(1) D $5.94(1) 32,646(2)(3) D
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
Stock options (right to buy) $3.3 03/15/2012 M 15,000 (4) 06/05/2012 Common Stock, par value $0.01 per share 15,000 $0(4) 0 D
Explanation of Responses:
1. On March 15, 2012, Michael P. Monaco (the "Reporting Person") exercised options to purchase 15,000 shares of common stock, par value $0.01 per share ("Common Stock"), of I.D. Systems, Inc. (the "Company"). Of these 15,000 shares, 8,333 shares were withheld by the Company as payment of the option exercise price. The value of the shares withheld is equal to the average of the highest and lowest sales prices of the Common Stock on The NASDAQ Global Market on the date of exercise, in accordance with the Company's Amended 1999 Director Option Plan, as amended to date (the "1999 Plan").
2. This number also includes (i) 9,000 restricted shares of Common Stock which vest over a five-year period that commenced on June 29, 2009, with 20% of such shares vesting on each anniversary of such date, (ii) 10,563 restricted shares of Common Stock which vest over a five-year period that commenced on February 5, 2010, with 20% of such shares vesting on each anniversary of such date, and (iii) 6,416 restricted shares of Common Stock which vest over a five-year period that commenced on March 30, 2011, with 20% of such shares vesting on each anniversary of such date, and, in each case, provided that the Reporting Person is a director of the Company on the applicable vesting date.
3. In reports previously filed by the Reporting Person under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Company's Common Stock, this number also had included the number of stock options held by the Reporting Person that were currently exercisable or which would become exercisable within 60 days of the date of the transaction requiring such report. Commencing with this report, the number of stock options held by the Reporting Person has now been properly excluded from the total number of non-derivative securities reported in Table I.
4. The options vested in equal increments over a five-year period commencing on the grant date, June 5, 2002, such that 20% of the options vested on each of the first, second, third, fourth and fifth anniversaries of the grant date. These options were granted to the Reporting Person in consideration of his services as a director of the Company. The options were granted to the Reporting Person pursuant and subject to the 1999 Plan.
Remarks:
By: /s/ Ned Mavrommatis, Attorney-in-Fact for Michael P. Monaco 03/19/2012
** 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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