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 *
BRILON ROBERT J
  2. Issuer Name and Ticker or Trading Symbol
Iveda Solutions, Inc. [IVDA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President/CFO
(Last)
(First)
(Middle)
1201 SOUTH ALMA SCHOOL ROAD,, SUITE 8500
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2014
(Street)

MESA, AZ 85210
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

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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
9.5% Senior Convertible Debenture $ 1.5 03/09/2014   H     50,000 12/20/2013 12/20/2016 Common Stock 50,000 (1) (2) 0 I See Footnote (5)
9.5% Senior Convertible Debenture $ 1.5 03/09/2014   H     33,333 03/04/2014 03/04/2017 Common Stock 33,333 (1) (2) 0 I See Footnote (5)
Series A Preferred Stock $ 1 12/09/2014   P   125,000   12/09/2014   (1)(2) Common Stock 125,000 (1) (2) 125,000 I See Footnote (5)
Warrant to purchase Common Stock $ 1 12/09/2014   P   7,576   12/09/2014 12/09/2019 Common Stock 7,576 (3) 7,576 I See Footnote (5)
Warrant to purchase Common Stock $ 1.65 12/09/2014   H     6,818 12/20/2013 12/20/2018 Common Stock 6,818 (4) 0 I See Footnote (5)
Warrant to purchase Common Stock $ 1.65 12/09/2014   H     4,545 03/04/2014 03/04/2019 Common Stock 4,545 (4) 0 I See Footnote (5)
Warrant to purchase Common Stock $ 1 12/09/2014   P   6,818   12/09/2014 12/20/2018 Common Stock 6,818 (4) 14,394 I See Footnote (5)
Warrant to purchase Common Stock $ 1 12/09/2014   P   4,545   12/09/2014 03/04/2019 Common Stock 4,545 (4) 18,939 I See Footnote (5)
Options (Right to buy) $ 1.8 12/08/2014   D     300,000 12/01/2013 12/01/2023 Common Stock 300,000 (6) 0 D  
Options (Right to buy) $ 1.7 12/08/2014   D     100,000 02/10/2014 02/10/2024 Common Stock 100,000 (6) 0 D  
Options (Right to buy) $ 1.72 12/08/2014   D     100,000 05/02/2014 05/02/2024 Common Stock 100,000 (6) 0 D  
Options (Right to buy) $ 1 12/08/2014   A   500,000     (7)   (8) Common Stock 500,000 (6) 500,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BRILON ROBERT J
1201 SOUTH ALMA SCHOOL ROAD,
SUITE 8500
MESA, AZ 85210
      President/CFO  

Signatures

 /s/ Gary J. Kocher, by Power of Attorney   12/10/2014
**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) The reporting person purchased 9.5% Senior Convertible Debentures in the principal amounts of $75,000 and $50,000, on December 20, 3014 and March 4, 2014, respectively (the "Debentures"). The Debentures were originally due and payable three years after the date of issuance and the principal and unpaid interest thereunder was convertible into shares of Common Stock of the issuer ("Common Stock") at the election of the holder any time prior to the maturity date at a conversion price equal to $1.50 per share, subject to adjustment upon the occurrence of certain events as provided in the Debentures. (continue with footnote 2)
(2) The terms of the Debentures were subsequently amended effective on December 1, 2014 (the "Debenture Amendment"), and as a result of such amendment, on December 9, 2014, the outstanding principal amount of $125,000 was converted into shares of Series A Preferred stock of the issuer ("Series A Preferred") at a conversion price equal to $1.00 per share. The Series A Preferred receive an automatically accruing dividend at a rate of 9.5% per annum and are convertible into shares of Common Stock at the election of the holder at any time, or automatically on June 30, 2017, at a conversion ratio of one share of Common Stock for one share of Series A Preferred, subject to adjustment upon the occurrence of certain events as provided in the Articles of Incorporation of the Company.
(3) In connection with the Debenture Amendment, the reporting person received a warrant to purchase 7,576 shares of Common Stock. The warrant has a term of five years from date of issuance and the exercise price is subject to adjustment upon the occurrence of certain events as provided in the warrant.
(4) In connection with the Debenture Amendment, the exercise price of outstanding warrants to purchase 11,363 shares of Common Stock held by the reporting person was reduced from $1.65 to $1.00 per share. The warrants have terms of five years from date of issuance and the exercise price is subject to adjustment upon the occurrence of certain events as provided in the warrants.
(5) The Securities are held in the IRA account of the reporting person.
(6) The reporting person agreed to cancellation of options granted to him on December 1, 2013, February 10, 2014 and May 2, 2014 in exchange for new options having a lower exercise price of $1.00 per share.
(7) The options subject to this grant vested 100% on the date of the grant.
(8) The options subject to this grant maintain the expiration dates of the options for which they were exchanged: 300,000 options subject to this grant expire on December 1, 2023; 100,000 options subject to this grant expire on February 10, 2024 and 100,000 options subject to this grant expire on May 2, 2024.

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