UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 2)
DIGITAL ALLY,
INC.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
25382P109
(CUSIP
Number)
Christian
J. Hoffmann, III
QUARLES
& BRADY LLP
Renaissance
One
Two N.
Central Avenue
Phoenix,
Arizona 85004
(602)
229-5200
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
December 31,
2008
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§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 §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).
SCHEDULE
13D
CUSIP No.
25382P109
|
|
1.
|
Names
of Reporting Persons.
|
I.R.S.
Identification Nos. of above persons (entities only).
Stanton
E. Ross……………………………………………………………………………
2. Check
the Appropriate Box is a Member of a Group (See Instructions)
(a)
…………………………………………………………………………………………
(b)
…………………………………………………………………………………………
3. SEC
Use Only …………………………………………………………………………….
4. Source
of Funds (See Instructions) …………………………………………………….PF
5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)……
6. Citizenship
or Place of Organization …………………………………………………US
Number
of 7. Sole Voting
Power………………………………………………….1,537,036*
Shares
Bene-
ficially 8. Shared Voting Power
……………………………………………………………
Owned by
Each
Reporting
9. Sole Dispositive
Power……………………………………………...1,537,036*
Person
With
10. Shared Dispositive
Power………………………………………………...............
11. Aggregate
Amount Beneficially Owned by Each Reporting Person………...1,537,036*
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent
of Class Represented by Amount in Row (11)………………………9.26%
14. Type
of Reporting Person (See Instructions)…………………………………………….IN
*See
Response to Item 5 below.
Amendment
No. 2 to Schedule 13D
This
Amendment No. 2 to Schedule 13D is being filed by Stanton E. Ross, the reporting
person. Mr. Ross filed an original Schedule 13D, dated February 13,
2008 (the “Original 13D”), as amended by Amendment No. 1 filed March 20,
2008.
Item
1. Security and Issuer
Item 1 is
hereby amended and restated as follows:
The title
of the class of equity security to which this statement relates is common stock,
$0.001 par value. The reporting person owns 656,600 shares of common
stock and options to acquire 1,172,311 shares of common stock, certain of which
options are subject to vesting provisions.
The
issuer of the securities is Digital Ally, Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 7311 W. 130th, Suite 170,
Overland Park, KS 66213.
Item
4. Purpose of Transaction
Item 4 is
hereby amended to include the following:
This
Amendment No. 2 to Schedule 13D is being filed to update the stock ownership of
the reporting person to reflect stock sales by the reporting person on May 15,
2008, May 16, 2008, May 19, 2008, October 6, 2008 and October 10, 2008, for a
total of 433,400 shares of common stock sold and the vesting of certain stock
options. See Item 5(c) below.
The
information supplied in this Amendment No. 2 to Schedule 13D is provided as of
February 17, 2009.
Item
5. Interest in Securities of the Issuer
Item 5 is
hereby amended and restated as follows:
(a) The
reporting person beneficially owns 656,600 shares of common stock. If
the reporting person exercised all currently vested options and options vesting
within the next sixty days, he would beneficially own 1,537,036 shares of common
stock. The beneficial ownership of 1,537,036 shares would represent
9.26% of the issued and outstanding common stock of the Issuer. As of
the date of this Amendment No. 2, a total of 291,875 options held by the
reporting person were not vested and would not vest within the next sixty
days.
(b) The
reporting person has the sole power to vote and dispose of 656,600
shares. If the reporting person exercised his vested options and
options vesting within the next sixty days, he would have the sole power to vote
and dispose of 1,537,036 shares. The reporting person will be able to
vote the shares of common stock underlying the options only if he exercises the
options.
(c) On May
15, 2008, the reporting person sold 4,000 shares at a price of $10.80; 6,000
shares at a price of $10.90; 6,000 shares at a price of $10.81; 10,000 shares at
a price of $11.21 and 10,000 shares at a price of $10.93. On May 16,
2008, the reporting person sold 300 shares at a price of $10.79 and 1,500 shares
at a price of $10.78. On May 19, 2008, the reporting person sold
3,000 shares at a price of $11.00; 11,000 shares at a price of $10.99; 16,200
shares at a price of $10.98; 14,600 shares at a price of $10.97; 4,900 shares at
a price of $10.96; 20,500 shares at a price of $10.95; 2,500 shares at a price
of $10.94; 3,000 shares at a price of $10.91 and 11,500 shares at a price of
$10.90. On October 6, 2008, 104,000 shares were sold by Arjent
Capital Markets, LLC on behalf of the reporting person to satisfy a margin call
at a price of $4.89. On October 10, 2008, 204,400 shares were sold by
Arjent Capital Markets, LLC on behalf of the reporting person to satisfy a
margin call at a price of $3.63, for a total of 428,400 shares of common stock
sold from May 15, 2008 through October 10, 2008. All of the foregoing
sales were made in the public market. The reporting person exercised
50,000 options for cash on June 19, 2008. Of the options held by the
reporting person, options to acquire 21,875 shares of common stock vested on
each of April 1, 2008, July 1, 2008 and October 1, 2008 and options to acquire
51,785 shares of common stock vested on January 2, 2009.
(d) No person
is known to the reporting person to have any right to receive, or power to
direct the receipt of, dividends from or the proceeds from the sale of any of
the securities covered by this statement, except as provided
herein.
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
17,
2009 By:/s/ Stanton E.
Ross
Stanton E. Ross, Chief Executive Officer
and
Chairman of the Board