Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Areglado R. Scott
2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2016
3. Issuer Name and Ticker or Trading Symbol
ICAD INC [ICAD]
(Last)
(First)
(Middle)
C/O ICAD, INC., 98 SPIT BROOK ROAD, SUITE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NASHUA, NH 03062
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.01 par value 3,947 (1)
D
 
Common Stock, $0.01 par value 6,119 (2)
D
 
Common Stock, $0.01 par value 25,000 (3)
D
 
Common Stock, $0.01 par value 5,000 (4)
D
 
Common Stock, $0.01 par value 1,874 (11)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   (5) 05/23/2024 Common Stock, $0.01 par value 3,000 $ 6.87 D  
Stock Options   (6) 01/27/2022 Common Stock, $0.01 par value 6,000 $ 2.85 D  
Stock Options   (7) 05/09/2021 Common Stock, $0.01 par value 15,000 $ 6 D  
Stock Options   (8) 10/10/2022 Common Stock, $0.01 par value 8,000 $ 2.24 D  
Stock Options   (9) 02/24/2025 Common Stock, $0.01 par value 3,000 $ 10.46 D  
Stock Options   (10) 08/15/2026 Common Stock, $0.01 par value 7,500 $ 5.52 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Areglado R. Scott
C/O ICAD, INC.
98 SPIT BROOK ROAD, SUITE 100
NASHUA, NH 03062
      See Remarks  

Signatures

/s/ R. Scott Areglado 09/16/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Restricted stock award granted on May 23, 2014, of which 1,667 shares vested on each of May 23, 2015 and May 23, 2016, and 1,666 shares will vest on May 23, 2016. Number of shares represents aggregate amount granted less shares withheld for taxes at vesting.
(2) Restricted stock award granted on February 24, 2015, of which 2,333 shares vested on February 24, 2016, and 2,333 shares will vest on February 24, 2017, and 2,334 shares will vest on February 24, 2018. Number of shares represents aggregate amount granted less shares withheld for taxes at vesting.
(3) Restricted stock award granted on October 29, 2015, vesting in equal installments of 12,500 shares on October 29, 2016, and October 29, 2017.
(4) Restricted stock award granted on August 15, 2016, vesting in installments of 1,667 shares on each of August 15, 2017 and August 15, 2018, and 1,666 shares on August 15, 2019.
(5) Stock options granted on May 23, 2014, vesting in equal installments of 1,000 shares on May 23, 2015, May 23, 2016, and May 23, 2017.
(6) Stock options granted on January 27, 2012, which are exercisable as of the date hereof.
(7) Stock options granted on May 9, 2011, which are exercisable as of the date hereof.
(8) Stock options granted on October 10, 2012, which are exercisable as of the date hereof.
(9) Stock options granted on February 24, 2015, vesting in equal installments of 1,000 shares on February 24, 2016, February 24, 2017, and February 24, 2018.
(10) Stock options granted on August 15, 2016, vesting in equal installments of 2,500 shares on August 15, 2017, August 15, 2018, and August 15, 2019.
(11) Restricted stock award granted on January 30, 2013, which is fully vested. Number of shares represents aggregate amount granted less shares withheld for taxes at vesting.
 
Remarks:
Interim Chief Financial Officer, Interim Treasurer, Interim Secretary, Vice President and Corporate Controller

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