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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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Nelson
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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..........................................................................................................................................
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(b)
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..........................................................................................................................................
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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 (Through Merger Agreement with
Intelli-Check, Inc.)
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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 4,180,276 (includes options to purchase 21,820 shares
exercisable within 60 days from March 14, 2008).
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8.
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Shared
Voting Power 7,996,364 (all 7,996,364 of which are shares owned by
Dr.
Ludlow’s spouse as to which he disclaims beneficial
ownership).
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9.
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Sole
Dispositive Power 4,180,276 (includes options to purchase 21,820
shares
exercisable within 60 days from March 14, 2008).
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10.
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Shared
Dispositive Power 7,996,364 (all 7,996,364 of which are shares owned
by
Dr. Ludlow’s spouse as to which he disclaims beneficial
ownership)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 12,176,640 (includes
(i) options to purchase 21,820 shares exercisable within 60 days
from
March 14, 2008 and (ii) 7,996,364 shares owned by Dr. Ludlow’s spouse as
to which he 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) X
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13.
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Percent
of Class Represented by Amount in Row (11) 49.5%
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14.
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Type
of Reporting Person IN
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Item
1.
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Security
and Issuer
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This
statement relates to shares of Common Stock, par value $0.001 per
share of
Intelli-Check-Mobilisa, Inc., a Delaware corporation (“ICM”) formerly
known as Intelli-Check, Inc., with its principal office located at
191
Otto Street, Port Townsend, WA 98368.
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Item
2.
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Identity
and Background
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(a)
The name of the reporting person is Dr. Nelson Ludlow (the “Reporting
Person”).
(b)
The business address of the Reporting Person is 191 Otto Street,
Port
Townsend, WA 98368.
(c)
The Reporting Person's present principal occupation or employment
and the
name, principal business and address of any corporation or other
organization in which such employment is conducted is director and
CEO of
Intelli-Check-Mobilisa, Inc. 191 Otto Street, Port Townsend, WA
98368.
(d)
During the last five years the Reporting Person has not been convicted
in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the last five years the Reporting Person was not a party to
a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result was not or is not 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.
(f)
The Reporting Person is a citizen of the U.S.A.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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Dr.
Ludlow is a founding shareholder of Mobilisa, Inc., a Washington
corporation (“Mobilisa”) that was merged with a subsidiary of
Intelli-Check, Inc. pursuant to a Merger Agreement among Mobilisa,
Intelli-Check, Inc., Intelli-Check Merger Sub, Inc. and certain
shareholders of Mobilisa dated November 20, 2007 (the “Merger”). Pursuant
to the Merger, Dr. Ludlow’s shares of Mobilsa common stock and options to
purchase Mobilisa common stock were converted into and replaced with,
respectively, shares of ICM common stock and options to purchase
ICM
common stock. The conversion ratio in the Merger was 1.091 shares
of ICM
common stock to be issued in exchange for each share of Mobilisa
common
stock.
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Item
4.
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Purpose
of Transaction.
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The
transaction occurred as a result of the above described
Merger. The
purpose of the transaction was to merge Mobilisa and Intelli-Check
into
one company to combine the strengths of each company into an entity
that
would be a leading technology company in developing and marketing
wireless
technology and identity systems for various applications including
mobile
and handheld wireless devices for the government, military and commercial
markets.
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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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Dr.
Ludlow beneficially owns 12,176,640 shares of the common stock of
ICM
representing approximately 49.5% of the outstanding shares of ICM.
Included in such amount are: (i) 10,910 vested options to purchase
shares
of common stock of ICM at an exercise price of $0.23 per share, (ii)
10,910 vested options to purchase shares of common stock of ICM at
an
exercise price of $0.46 per share and (iii) 7,996,364 shares owned
by Dr.
Ludlow’s spouse as to which he disclaims beneficial
ownership.
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(b)
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(i)
Sole Power to Vote or Direct the Vote: Dr. Ludlow directly owns 4,180,276
shares of the common stock of ICM (includes options to purchase 21,820
shares exercisable within 60 days from March 14, 2008) representing
approximately 17.0% percent of the outstanding shares of
ICM.
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| (ii) Shared Power to Vote or Direct the Vote: Dr. Ludlow indirectly owns 7,996,364 shares of ICM (all of which are shares owned by Dr. Ludlow’s spouse as to which he disclaims beneficial ownership). | ||
| (iii) Sole Power to Dispose or Direct the Disposition: Dr. Ludlow directly owns 4,180,276 shares of the common stock of ICM (includes options to purchase 21,820 shares exercisable within 60 days from March 14, 2008) representing approximately 17.0% percent of the outstanding shares of ICM. | ||
| (iv) Shared Power to Dispose or Direct the Disposition: Dr. Ludlow indirectly owns 7,996,364 shares of ICM (all of which are shares owned by Dr. Ludlow’s spouse as to which he disclaims beneficial ownership). | ||
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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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Dr.
Ludlow presently holds 21,820 options to purchase shares of ICM common
stock. 10,910 of such options have an exercise price of $0.23 and
10,910
of such options have an exercise price of $0.46. 10,910 of the options
expire March 27, 2013 and the balance of such options expire April
18,
2016.
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit
1
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Merger
Agreement among Mobilisa, Intelli-Check, Inc., Intelli-Check Merger
Sub,
Inc. and certain shareholders of Mobilisa dated November 20, 2007
(Incorporated by reference to Exhibit 99.1 of that Form 8-K filing
of
Intelli-Check, Inc. filed November 21,
2007.)
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Date
March 25, 2008
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Signature
\s\ Nelson Ludlow
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Name
Nelson Ludlow
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