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 *
HEFFERNAN JAMES P
  2. Issuer Name and Ticker or Trading Symbol
COMMAND SECURITY CORP [MOC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O COMMAND SECURITY CORPORATION, 512 HERNDON PARKWAY, SUITE A
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2019
(Street)

HERNDON, VA 20170
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
Stock Options $ 2.01 02/21/2019   D(1)(2)     50,000   (3) 10/20/2020 Common Stock 50,000 (1) (2) 0 D  
Stock Options $ 1.42 02/21/2019   D(1)(2)     35,000 09/13/2011 09/12/2021 Common Stock 35,000 (1) (2) 0 D  
Stock Options $ 1.28 02/21/2019   D(1)(2)     35,000 04/05/2012 04/04/2022 Common Stock 35,000 (1) (2) 0 D  
Stock Options $ 1.61 02/21/2019   D(1)(2)     35,000 06/03/2013 06/02/2023 Common Stock 35,000 (1) (2) 0 D  
Stock Options $ 1.8 02/21/2019   D(1)(2)     35,000 07/17/2014 07/16/2024 Common Stock 35,000 (1) (2) 0 D  
Restricted Stock Units (4) 02/21/2019   D(5)     25,000   (6)   (6) Common Stock 25,000 $ 2.85 (5) 0 D  
Restricted Stock Units (4) 02/21/2019   D(5)     25,000   (7)   (7) Common Stock 25,000 $ 2.85 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEFFERNAN JAMES P
C/O COMMAND SECURITY CORPORATION
512 HERNDON PARKWAY, SUITE A
HERNDON, VA 20170
  X      

Signatures

 /s/ James P. Heffernan   02/22/2019
**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) Pursuant to an Agreement and Plan of Merger (the "Merger Agreement") entered into on September 18, 2018 among Command Security Corporation (the "Issuer"), Prosegur SIS (USA) Inc., a Delaware corporation ("Parent"), and Crescent Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent.
(2) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase shares under the Issuer's stock plans, vested or unvested, was canceled and the holders of the options became entitled to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of shares subject to the option, whether vested or unvested, immediately prior to the effective time multiplied by (ii) the excess, if any, of (1) the merger consideration ($2.85) over (2) the exercise price per share of the stock option. Any outstanding stock option that had an exercise price per share equal to or in excess of $2.85 was canceled at the effective time of the Merger for no consideration.
(3) The options were granted on 10/21/2010 and vested and became exercisable as to 1/12 of the shares of common stock subject to the options at the end of each month during which the Reporting Person has served as a director.
(4) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock, exempt under Rule 16b-3(d)(1) and (3).
(5) Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding RSU granted under the Issuer's stock plans, whether vested or unvested, by virtue of the Merger, was canceled and the holder became entitled to receive an amount in cash (less applicable taxes required to be withheld) equal to (i) the total number of such RSUs, whether vested or unvested, immediately prior to the effective time multiplied by (ii) $2.85.
(6) This award was granted on 09/14/2017 and was scheduled to vest in 36 equal monthly installments with a vesting commencement date of July 21, 2017, and the underlying shares of the Issuer's common stock were scheduled to settle on the earlier of (i) the date that is 6 months following the Reporting Person's termination of service on the Issuer's Board of Directors and (ii) the effective date of a change in control of the Issuer.
(7) This award was granted on 08/29/2018 and was scheduled to vest in 36 equal monthly installments, and the underlying shares of the Issuer's common stock were scheduled to settle on the earlier of (i) the date that is 6 months following the Reporting Person's termination of service on the Issuer's Board of Directors and (ii) the effective date of a change in control of the Issuer.

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