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OMB
APPROVAL
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OMB
Number: 3235-0145
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CUSIP
No. 45817G 102
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Bonnie
Ludlow
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions) OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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6.
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Citizenship
or Place of Organization U.S.A.
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power 7,980,684 (includes options to purchase 12,500 shares
exercisable within 60 days from August 30, 2010).
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8.
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Shared
Voting Power 4,191,726 (all 4,191,726 of which are shares owned by Ms.
Ludlow’s spouse as to which she disclaims beneficial
ownership).
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9.
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Sole
Dispositive Power 7,980,684 (includes options to purchase 12,500 shares
exercisable within 60 days from August 30, 2010).
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10.
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Shared
Dispositive Power 4,191,726 (all 4,191,726 of which are shares owned
by Ms. Ludlow’s spouse as to which she disclaims beneficial
ownership).
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 12,172,410 (includes
(i) options to purchase 12,500 shares exercisable within 60 days from June
30, 2010 and (ii) 4,191,726 shares owned by Ms. Ludlow’s spouse as to
which she disclaims beneficial ownership).
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11) 45.1%
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14.
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Type
of Reporting Person IN
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Explanatory
Note
This
Amendment No. 2 to Schedule 13D (the “Amendment”) relates to shares of
Common Stock, par value $0.001 per share (“Common Stock”), of Intellicheck
Mobilisa, Inc., a Delaware corporation with its principal office located
at 191 Otto Street, Port Townsend, WA 98368, and is being filed on
behalf of Bonnie Ludlow to amend and supplement the Items set forth below
of Ms. Ludlow’s Schedule 13D, as amended, that was previously filed with
the Securities and Exchange Commission on March 25, 2008 (the “Schedule
13D”).
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Item
4.
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Purpose
of Transaction.
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On
August 30, 2010, Ms. Ludlow, disposed of 50,000 shares of Common Stock for
an aggregate sale price of $23,000.00 pursuant to certain private call
rights Ms. Ludlow originally granted to Steve Williams on April 6, 2007
and that Mr. Williams subsequently exercised.
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Item
5.
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Interest
in Securities of the Issuer
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(a)
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See
items 11 and 13 of the cover pages to this Schedule 13D for the aggregate
numbers of shares and percentage of Common Stock beneficially owned by Dr.
Ludlow.
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(b)
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See
items 7 through 10 on the cover pages to this Schedule 13D for the
aggregate numbers of shares of Common Stock beneficially owned by Dr.
Ludlow as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, and sole or shared power to
dispose or to direct the disposition.
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(c)
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As set forth herein, Ms. Ludlow, disposed of 50,000
shares of Common Stock for an aggregate sale price of $23,000.00 pursuant
to certain private call rights Ms. Ludlow originally granted to Steve
Williams on April 6, 2007 and that Mr. Williams subsequently
exercised.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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Ms.
Ludlow presently holds 25,000 options to purchase shares of Common Stock
at an exercise price of $2.60 that expire on July 17, 2013. These
options vest 25% per year on the anniversary of the date of grant
beginning July 17, 2009. Currently 12,500 options are
exercisable.
Pursuant
to a grant of a call right, Ms. Ludlow is obligated to sell, upon his
exercise, 806,435 shares of Common Stock to Steve Williams at a price of
$0.46 per share. Such right expires March 14,
2011.
Pursuant
to a grant of call right, Ms. Ludlow is obligated to sell, upon his
exercise, 218,200 shares of Common Stock to John Paxton at a price of
$0.46 per share. Such right expires March 14, 2011.
Pursuant
to a grant of call right, Ms. Ludlow is obligated to sell, upon her
exercise, 92,735 shares of Common Stock to Claudia Monroe at a price of
$0.46 per share. Such right expires March 14, 2011.
Pursuant
to a grant of call right, Ms. Ludlow is obligated to sell, upon her
exercise, 92,735 shares of Common Stock to Kenna Pope at a price of $0.46
per share. Such right expires March 14,
2011.
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August
30,
2010
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Date
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/s/
Bonnie Ludlow
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Signature
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Bonnie
Ludlow
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Name
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