INNOVATIVE SOLUTIONS & SUPPORT INC — Major Shareholding Notification 2008

Feb 4, 2008

SC 13G/A 1 a08-4582_1sc13ga.htm SC 13G/A

SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549

*SCHEDULE 13G*

*(Rule 13d-102)*

*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT*

*TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED*

*PURSUANT TO RULE 13d-2*

*(Amendment No. 1)**

| Innovative
Solutions and Support, Inc. | |
| --- | --- |
| (Name of Issuer) | |
| Common Stock | |
| (Title of Class of
Securities) | |
| 45769N-10-5 | |
| (CUSIP Number) | |
| December 31,
2007 | |
| (Date of Event
Which Requires Filing of this Statement) | |
| Check the appropriate
box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| þ | Rule 13d-1(d) |

*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 coverage 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 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)

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CUSIP No. 45769N-10-5 — 1.	Names of Reporting Persons Geoffrey S. M. Hedrick
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of
Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 3,750,466
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 3,750,466
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 3,750,466
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 22.2%
12.	Type of Reporting Person
(See Instructions) IN

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CUSIP No. 45769N-10-5

Item 1.	(a)	Name of Issuer Innovative Solutions and Support, Inc. (the “Company”)
	(b)	Address of Issuer’s
Principal Executive Offices 720 Pennsylvania Drive, Exton, Pennsylvania
19341
Item 2.
	(a)	Name of Person Filing Geoffrey S. M. Hedrick
	(b)	Address of Principal
Business Office or, if none, Residence c/o Innovative Solutions and Support, Inc. 720 Pennsylvania Drive, Exton, Pennsylvania
19341
	(c)	Citizenship United States
	(d)	Title of Class of
Securities Common Stock, $.001 par value
	(e)	CUSIP Number 45769N-10-5
Item 3.	If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a: Not Applicable
	(a)	o	Broker or dealer registered
under section 15 of the Exchange Act.
	(b)	o	Bank as defined in section
3(a)(6) of the Exchange Act.
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Exchange Act.
	(d)	o	Investment company
registered under section 8 of the Investment Company Act.
	(e)	o	An investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3I(14) of
the Investment Company Act;
	(j)	o	Group, in accordance with Rule
13d-1(b)(1)(ii)(J).

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CUSIP No. 45769N-10-5

Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	(a)	Amount beneficially
owned: 3,750,466 (includes 1,500
options to purchase shares of common stock which are exercisable within 60
days)
	(b)	Percent of class: 22.2%, based upon
16,894,024 shares of common stock outstanding as of December 3, 2007 as
reported in the Company’s Form 10-K for the fiscal year ended
September 30, 2007.
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote 3,750,466
		(ii)	Shared power to vote or to
direct the vote 0
		(iii)	Sole power to dispose or
to direct the disposition of 3,750,466
		(iv)	Shared power to dispose or
to direct the disposition of 0
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 Being Reported on By the Parent
Holding Company or Control Person
	Not Applicable.
Item 8.	Identification and Classification
of Members of the Group
	Not Applicable.
Item 9.	Notice of Dissolution of Group
	Not Applicable.

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CUSIP No. 45769N-10-5

Item 10.
Not Applicable.

*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.

January 30, 2008
Date
/s/ Geoffrey S. M. Hedrick
Signature
Geoffrey S. M. Hedrick
Name/Title

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