Insignia Systems, Inc. Schedule 13G/A dated December 31, 2005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(AMENDMENT NO. 6)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| Insignia Systems, Inc. |
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| (Name of Issuer) |
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| Common Stock |
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| (Title of Class of Securities) |
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| 45765Y-10-5 |
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| (CUSIP Number) |
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| December 31, 2005 |
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(Date of Event Which Requires Filing of this Statement) |
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Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following
page(s))
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| CUSIP NO. 45765Y 10 5 |
13G |
PAGE 2 OF 5 PAGES |
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| 1 |
NAME OF REPORTING PERSON: W. Robert Ramsdell |
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): |
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o |
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| 3 |
SEC USE ONLY |
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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U.S.A. |
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| NUMBER OF |
5 |
SOLE VOTING POWER |
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| SHARES | |
951,550 |
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| BENEFICIALLY |
6 |
SHARED VOTING POWER |
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| OWNED BY |
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0 |
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| EACH |
7 |
SOLE DISPOSITIVE POWER |
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| REPORTING PERSON |
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951,550 |
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| WITH: |
8 |
SHARED DISPOSITIVE POWER |
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0 |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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951,550 |
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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(SEE INSTRUCTIONS)
o |
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
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6.3% |
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| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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Page 2 of 5 Pages
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| CUSIP NO. 45765Y 10 5 |
13G |
PAGE 3 OF 5 PAGES |
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ITEM 1.
| (a) |
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Name
of Issuer: The name of the issuer is
Insignia Systems, Inc. |
| (b) |
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Address
of Issuer’s Principal Executive Offices: The
address of the principal executive offices of the Issuer is 6470 Sycamore Court North,
Maple Grove, MN 55369-6032. |
ITEM 2.
| (a) |
|
Name
of Person Filing. This statement is being
filed by W. Robert Ramsdell |
| (b) |
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Address
of Principal Business Office or, if none, Residence. The
principal address of the Reporting Person is 474 Paseo Miramar, Pacific Palisades, CA
90272. |
| (d) |
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Title of Class of Securities. |
Common Stock |
| (e) |
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CUSIP Number. |
45765Y 10 5 |
ITEM 3. IF THIS STATEMENT IS FILED
PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
| (a) |
|
o
Broker or dealer registered under Section 15 of the Act |
| (b) |
|
o
Bank as defined in Section 3(a)(6) of the Act |
| (c) |
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o
Insurance company as defined in Section 3(a)(19) of the Act |
| (d) |
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o
Investment company registered under Section 8 of the Investment Company Act of
1940 |
| (e) |
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o
An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E) |
| (f) |
|
o
An employee benefit plan or endowment fund in accordance with ss.
240.13d-1(b)(1)(ii)(F) |
| (g) |
|
o
A parent holding company or control person, in accordance with ss.
240.13d-1(b)(1)(ii)(G) |
| (h) |
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o
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act |
| (i) |
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o
A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 |
| (j) |
|
o
Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J) |
Page 3 of 5 Pages
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| CUSIP NO. 45765Y 10 5 |
13G |
PAGE 4 OF 5 PAGES |
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ITEM 4. OWNERSHIP
As of December 31, 2005, the
beneficial ownership of shares of the Reporting Person was as follows:
| (a) |
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Amount
beneficially owned: 951,550 |
| (b) |
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Percent
of Class: 6.3% |
| (c) |
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Of
the shares beneficially owned by the Reporting Person, it has the power to vote
or dispose of the shares as follows: |
| (i) |
|
Sole
power to vote or direct the vote: |
951,550 |
| (ii) |
|
Shared
power to vote or direct the vote: |
0 |
| (iii) |
|
Sole
power to dispose or direct the disposition of: |
951,550 |
| (iv) |
|
Shared
power to dispose or direct the disposition of: |
0 |
Of the shares listed above as
beneficially owned, 921,550 shares are directly owned by Mr. Ramsdell and 30,000 shares
are deemed owned pursuant to options and warrants exercisable within sixty days of
December 31, 2005.
ITEM 5. OWNERSHIP OF
FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE
THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY REPORTED ON BY THE PARENT
HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF
DISSOLUTION OF GROUP
Not Applicable
Page 4 of 5 Pages
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| CUSIP NO. 45765Y 10 5 |
13G |
PAGE 5 OF 5 PAGES |
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ITEM 10. CERTIFICATION
(a) Not
Applicable
(b) By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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 7, 2006
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/s/ W. Robert Ramsdell
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W. Robert Ramsdell |
Page 5 of 5 Pages