UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _2_)
Image Sensing Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45244C104
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. ?
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be ?filed? for the purpose of Section 18 of the Securities Exchange
Act of 1934 (?Act?) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Cusip No. 45244C104
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 980,848*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power: 980,848*
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
980,848*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 25.9% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 128,285 shares of Common Stock owned by Special
Situations Cayman Fund, L.P., 54,428 shares of Common Stock owned by
Special Situations Fund III, L.P., 445,604 shares of Common Stock owned by
Special Situations Fund III QP, L.P., 63,049 shares of Common Stock owned
by Special Situations Technology Fund, L.P. and 289,482 shares of Common
Stock owned by Special Situations Technology Fund II, L.P.
See Items 2 and 5 of this Schedule 13D for additional information.
Item 1. Security and Issuer.
This schedule related to the common stock and warrants of Image
Sensing Systems, Inc. (the ?Issuer?). The Issuer?s principal executive officers
are located at 500 Spruce Tree Centre, 1600 University Ave. W. St.,Paul, MN
55104
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM
Investment Company, Inc. (?AWM?), the general partner of and investment adviser
to Special Situations Cayman Fund, L.P. (?Cayman?). AWM also serves as the
general partner of MGP Advisers Limited Partnership (?MGP?), the general
partner of and investment adviser to Special Situations Fund III, L.P. (?SSF3?)
and the general partner of Special Situations Fund III QP, L.P. (?SSFQP?).
Marxe and Greenhouse are also members of SST Advisers, L.L.C. (?SSTA?), the
general partner of Special Situations Technology Fund, L.P. (?Tech?) and
Special Situations Technology Fund II, L.P. (?Tech II?). AWM serves as the
investment adviser to SSFQP, Tech and Tech II. (SSF, SSFQP, Cayman, Tech and
Tech II will hereafter be referred to as, the ?Funds?). The principal business
of each Fund is to invest in equity and equity-related securities and other
securities of any kind or nature.
The principal office and business address of the Reporting Persons, is 527
Madison Avenue, Suite 2600, New York NY 10022.
Mr. Marxe and Mr. Greenhouse have never been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors),
nor have either of them been a party to any civil proceeding commenced before
a judicial or administrative body of competent jurisdiction as a result of
which he was or is now subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws. Mr. Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase the
securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been acquired by
each of the Funds for investment purposes and not with the purpose or effect of
changing or influencing control of the Issuer. Each Fund acquired the
securities in the ordinary course of business and is holding the securities for
the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
Cayman owns 128,285 shares of Common Stock or 3.4% of the shares
outstanding, SSF3 owns 54,428 shares of Common Stock or 1.4% of the shares
outstanding, SSFQP owns 445,604 shares of Common Stock or 11.8% of the shares
outstanding, Tech owns 63,049 shares of Common Stock or 1.7% of the
outstanding shares and Tech II owns 289,482 shares of common stock or 7.7% of
the outstanding shares. Messrs. Marxe and Greenhouse share the power to vote
and direct the disposition of all shares of Common Stock owned by each of the
Funds. Messrs. Marxe and Greenhouse are deemed to beneficially own a total of
980,848 shares of Common Stock or 25.9% of the outstanding shares.
The following table reflects the acquisitions by each of the Funds during the
sixty days preceding the date of the event that requires the filing of
this statement:
No other transactions occurred within the last sixty days.
A. Special Situations Cayman Fund, L.P.
Date
Quantity
Average Price
(Purchases)
During January 2008
27,835
$15.21
Date
Quantity
Average Price
(Sales)
B. Special Situations Technology Fund, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
C. Special Situations Technology Fund II, L.P.
Date
Quantity
Average Price
(Purchases)
Date
Quantity
Average Price
(Sales)
D. Special Situations Fund III, L.P.
Date
Quantity
Average Price
(Purchases)
During December 2007
1,599
$16.87
During January 2008
10,697
$15.11
Date
Quantity
Average Price
(Sales)
E. Special Situations Fund III QP, L.P.
Date
Quantity
Average Price
(Purchases)
During December 2007
3,273
$16.77
During January 2008
89,688
$15.15
Date
Quantity
Average Price
(Sales)
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Messrs. Marxe and
Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: February 8, 2008
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13D to which this agreement is attached is filed on behalf of each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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