INNOVATIVE SOLUTIONS & SUPPORT INC — Major Shareholding Notification 2009

Feb 6, 2009

SC 13G/A 1 a09-4920_2sc13ga.htm SC 13G/A

| UNITED
STATES |
| --- |
| 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. 2)**

*Innovative Solutions and Support, Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*45769N-10-5*

(CUSIP Number)

*December 31, 2008*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	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
	(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 3,650,467
	6.	Shared Voting Power 408
	7.	Sole Dispositive Power 3,650,467
	8.	Shared Dispositive Power 408
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 3,650,875
10.	Check box if the Aggregate
Amount in Row (9) Excludes Certain Shares o
11.	Percent of Class
Represented by Amount in Row 9 21.8%
12.	Type of Reporting Person IN

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CUSIP No. 45769N-10-5 — Item 1	(a).	Name of Issuer: Innovative Solutions and Support, Inc. (the “Company”)
Item 1	(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
Item 2	(b).	Address of Principal Business
Office or, if None, Residence: c/o Innovative Solutions and Support, Inc. 720 Pennsylvania Drive,
Exton, Pennsylvania 19341
Item 2	I.	Citizenship: United States
Item 2	(d).	Title of Class of
Securities: Common Stock, $.001 par value
Item 2	(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: 3,650,875
	(b)	Percent of class: 21.8%, based upon
16,743,209 shares of common stock outstanding as of January 20, 2009 as
reported in the Company’s Proxy Statement.
	(c)	Number of shares as to
which such person has:
		(i)	Sole power to vote or to
direct the vote 3,650,467
		(ii)	Shared power to vote or to
direct the vote 408
		(iii)	Sole power to dispose or
to direct the disposition of 3,650,467
		(iv)	Shared power to dispose or
to direct the disposition of 408
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.
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.

02/05/2009
Date
/s/ Geoffrey S. M. Hedrick
Signature
Geoffrey S. M. Hedrick
Name/Title

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