LENDWAY, INC. — Director's Dealing 2014

Dec 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSIGNIA SYSTEMS INC/MN (ISIG)
CIK: 0000875355
Period of Report: 2014-12-15

Reporting Person: BIGLARI CAPITAL CORP. (10% Owner)
Reporting Person: BIGLARI, SARDAR (10% Owner)
Reporting Person: LION FUND II, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-15	Common Stock, par value $0.01	P	208100	$4.0135	Acquired	1437700	Indirect
2014-12-16	Common Stock, par value $0.01	P	460750	$4.2377	Acquired	1898450	Indirect
2014-12-17	Common Stock, par value $0.01	P	414750	$4.1337	Acquired	2313200	Indirect

Footnotes

F1: This Form 4 is filed jointly by The Lion Fund II, L.P. (the "Lion Fund II"), Biglari Capital Corp. ("BCC") and Sardar Biglari. Each of the Lion Fund II, BCC and Mr. Biglari is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Lion Fund II, BCC and Mr. Biglari disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its or his pecuniary interest therein.

F2: Shares owned directly by the Lion Fund II. BCC is the general partner of the Lion Fund II. Mr. Biglari is the Chairman and Chief Executive Officer of BCC and has investment discretion over the securities owned by the Lion Fund II. By virtue of these relationships, BCC and Mr. Biglari may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by the Lion Fund II.

F3: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.77 to $4.18. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 3, 4 and 5 to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.75 to $4.43.

F5: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.999 to $4.41.