Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
JEFFERIES & COMPANY, INC.
   2. Issuer Name and Ticker or Trading Symbol
Bonds.com Group, Inc. [bdcg] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
520 MADISON AVE.		 3. Date of Earliest Transaction (Month/Day/Year)
12/05/2011
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Series D Convertible Preferred Stock (1) 12/05/2011   J(2)     2,000 07/01/2011   (3) Common Stock 28,571,428 (4) 0 D  
Series E Convertible Preferred Stock (5) 12/05/2011   J(2)   2,072   12/05/2011   (3) Common Stock 29,599,999.4 (2) 2,072 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JEFFERIES & COMPANY, INC.
520 MADISON AVE.
NEW YORK, NY 10022		     X    
JEFFERIES GROUP INC /DE/
520 MADISON AVENUE
NEW YORK, NY 10022		     X    

Signatures

 /s/ Roland T. Kelly, MD and Associate General Counsel   12/07/2011
**Signature of Reporting Person Date
 /s/ Roland T. Kelly, Assistant Secretary   12/07/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Subject to the terms set forth in the Certificate of Designation, each share of the Series D Convertible Preferred Stock was convertible into the number of shares of Common Stock determined by dividing (i) the sum of (x) the Stated Value ($1,000 subject to appropriate adjustments) applicable to such shares of Series D Convertible Preferred Stock and (y) all Accrued Dividends (as defined below) thereon that remain unpaid as of such date by (ii) the Optional Conversion Price in effect at the time of conversion. The initial "Optional Conversion Price" was $0.07 and dividends accrued at a rate of 8% per annum, compounded annually (the "Accrued Dividends"). The 28,571,428 shares underlying the Series D Convertible Preferred Stock give effect to Accrued Dividends for the period from February 2, 2011 through July 1, 2011.
(2) Exchange of 2,000 shares of Series D Convertible Preferred Stock for 2,072 shares of Series E Convertible Preferred Stock pursuant to the terms of the Exchange Agreement dated December 5, 2011 by and between Bonds.com Group, Inc., Jefferies & Company, Inc. and the other parties thereto.
(3) The Series D Convertible Preferred Stock does not have an expiration date. The Series E Convertible Preferred Stock does not have an expiration date.
(4) The Reporting Person originally purchased 20 units, each of which was comprised of warrants to purchase 1,428,571.429 shares of Common Stock and 100 shares of Series D Convertible Preferred Stock for aggregate consideration equal to $2 million.
(5) Each share of Series E Convertible Preferred Stock is convertible into 14,285.714 shares of Common Stock.

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