UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SAFRAN SA 2, BOULEVARD DU GENERAL MARTIAL VALIN 75724 PARIS CEDEX 15, I0 000000 |
 |  X |  |  |
SAFRAN USA, INC. 2850 SAFRAN DRIVE GRAND PRAIRIE, TX 75052 |
 |  X |  |  |
Laser Acquisition Sub Inc. C/O SAFRAN USA, INC. 2850 SAFRAN DRIVE GRAND PRAIRIE, TX 75052 |
 |  X |  |  |
Safran SA /s/ Celeste Thomasson, Vice President Legal Affairs | 09/29/2010 | |
**Signature of Reporting Person | Date | |
Safran USA, Inc. /s/ Mark G. Melnick, Vice President | 09/29/2010 | |
**Signature of Reporting Person | Date | |
Laser Acquisition Sub Inc. /s/ Celeste Thomasson, Vice President | 09/29/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | This form is a joint filing by Safran SA, a French societe anonyme ("Safran"), Safran USA, Inc., a Delaware corporation and a wholly owned subsidiary of Safran ("Safran USA"), and Laser Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Safran USA ("Merger Sub" and together with Safran and Safran USA, the "Reporting Persons"). This Form 3 relates to shares of common stock, par value $0.001 per share (the "Common Stock"), of L-1 Identity Solutions, Inc., a Delaware corporation (the "Issuer"). |
(2) | On September 19, 2010, the Issuer, Safran, and Merger Sub, entered into an Agreement and Plan of Merger (the "Identity Merger Agreement"). Pursuant to the Identity Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving as a subsidiary of Safran. In connection with the execution and delivery of the Identity Merger Agreement, on September 19, 2010, Safran, Merger Sub, Robert V. LaPenta and Aston Capital Partners L.P. (together with Mr. LaPenta, the "Supporting Stockholders") entered into a Voting and Support Agreement (the "Voting and Support Agreement"), pursuant to which the Supporting Stockholders agreed, among other things, to vote their 13,727,162 shares of Issuer Common Stock in favor of the Merger. |
(3) | By virtue of the Voting and Support Agreement, each of the Reporting Persons may be deemed to have voting power with respect to (and therefore beneficially own within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an aggregate of 13,727,162 shares of Issuer Common Stock held by the Supporting Stockholders, which represents approximately 14.6% of the 93,184,172 shares of Issuer Common Stock outstanding, as represented by the Issuer in the Identity Merger Agreement as the number of outstanding shares as of September 17, 2010. The Reporting Persons do not have, and expressly disclaim, any pecuniary interest in shares of Issuer Common Stock for purposes of Section 16 of the Exchange Act or for any other purpose. Therefore, no shares of Issuer Common Stock are reported in this Form 3 as being beneficially owned by the Reporting Persons. |
(4) | Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Safran, Safran USA, Merger Sub or any other person that he, she or it is the beneficial owner of any of the shares referred to herein for purposes of Section 13(d) or Section 16 of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. |
 Remarks: The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act.  The filing of this report shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group. |