LENDWAY, INC. — Director's Dealing 2014

May 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSIGNIA SYSTEMS INC/MN (ISIG)
CIK: 0000875355
Period of Report: 2014-05-21

Reporting Person: Gonsior John (VP Finance and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-21	Incentive Stock Option	$3.03	A	35000	Acquired	2024-05-21	Common Stock (35000)	Direct
2014-05-21	Restricted Stock Units	$	A	5000	Acquired		Common Stock (5000)	Direct

Footnotes

F1: Exercisable in annual one-third increments on the first, second, and third anniversaries of the date of this option grant.

F2: Each restricted stock unit represents a contingent right to receive one share of ISIG common stock.

F3: The restricted stock units vest in three equal installments beginning May 21, 2015 and will be delivered to reporting person on vest date.