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 *
  Wennberg Mats
 2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2013		 3. Issuer Name and Ticker or Trading Symbol
xG TECHNOLOGY, INC. [XGTI]
(Last)
(First)
(Middle)
240 S PINEAPPLE AVE, STE 701		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Resigned from the Board
 5. If Amendment, Date Original Filed(Month/Day/Year)
07/29/2013
(Street)

SARASOTA, FL 34236		 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 91,344
I
By Wennberg Industries AB (1)
Common Stock 8,744
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
Options   (2) 01/02/2015 Common Stock 7,142 $ 19.25 D  
Warrants 04/14/2011 04/14/2015 Common Stock 14,285 $ 7.875 D  
Options   (3) 01/19/2016 Common Stock 28,571 $ 70 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wennberg Mats
240 S PINEAPPLE AVE, STE 701
SARASOTA, FL 34236		       Resigned from the Board

Signatures

/s/ Mats Wennberg 07/31/2013
**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) Mr. Wennberg has a beneficial interest in 91,344 shares in the Company through his wholly owned company, Wennberg Industries AB.
(2) The issue date of the Options pursuant to a 2005 Options Plan is January 2, 2005. The Options have three (3) vesting periods, with the first being January 2, 2006 and the last being January 2, 2008.
(3) The issue date of the Options pursuant to a 2006 Options Plan is January 19, 2006. The Options have three (3) vesting periods, with the first being January 19, 2007 and the last being January 19, 2009.
 
Remarks:
This Amendment to the Form 3 is being filed to revise the "Conversion or Exercise Price of Derivative Security" in Box 4 for the Warrants listed under Table II from $8.05 to the correct price of $7.875.

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