Edgar Filing: xG TECHNOLOGY, INC.

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Branton Roger G

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	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CFO

5. If Amendment, Date Original Filed(Month/Day/Year)
08/06/2013

(Street)

SARASOTA,Â FLÂ 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	4,610,044	I	By MB Technology Holdings, LLC. ⁽¹⁾
Common Stock	72,476	I	By Branton Partners, LLC ⁽²⁾
Common Stock	14,285	I	By Mooers Branton & Company ⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options	Â ⁽⁴⁾	01/02/2015	Common Stock	30,714	$ 19.25	I	By Branton Partners, LLC ⁽²⁾
Options	Â ⁽⁵⁾	01/19/2016	Common Stock	78,571	$ 70	I	By Branton Partners, LLC ⁽²⁾
Options	01/16/2013	01/16/2018	Common Stock	571,428	$ 13.3	I	By MB Technology Holdings, LLC ⁽¹⁾
Options	01/16/2013	01/16/2018	Common Stock	142,857	$ 8.75	I	By MB Technology Holdings, LLC ⁽¹⁾
Warrants	01/16/2013	01/16/2018	Common Stock	42,857	$ 0.35	I	By MB Technology Holdings, LLC ⁽¹⁾
Warrants	01/16/2013	01/16/2018	Common Stock	286	$ 0.35	I	By Branton Partners, LLC ⁽²⁾
Warrants	03/13/2013	03/13/2018	Common Stock	286	$ 0.35	I	By Branton Partners, LLC ⁽²⁾
Warrants	04/10/2013	04/10/2013	Common Stock	57	$ 0.35	I	By Branton Partners, LLC ⁽²⁾
Warrants	04/26/2013	04/26/2013	Common Stock	171	$ 0.35	I	By Branton Partners, LLC ⁽²⁾
Warrants	06/13/2013	06/13/2013	Common Stock	143	$ 0.35	I	By Branton Partners, LLC ⁽²⁾
Warrants	07/18/2013	07/18/2018	Common Stock	36,324	$ 6.87	I	By Branton Partners, LLC ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Branton Roger G 240 S PINEAPPLE AVE, STE 701 SARASOTA,Â FLÂ 34236	Â	Â X	Â CFO	Â

Signatures

/s/ Roger G. Branton		11/19/2013
^**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. Branton owns shares, options and warrants of the Company through MB Merchant Group, LLC, of which he beneficially owns 20%, which in turn is a 45.2% owner of MB Technology Holdings, LLC.
(2)	Various family entities, including Mr. Branton's spouse, children and trusts for the benefit of Mr. Branton's children beneficially own shares and warrants of the Company through Branton Partners, LLC, of which these family trusts and entities beneficially own 100%.
(3)	Mr. Branton owns shares of the Company through Mooers Branton & Company of which Mr. Branton is a 20% owner.
(4)	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 on January 2, 2006 and the last being January 2, 2008.
(5)	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.
Â Remarks: ThisÂ amendmentÂ isÂ beingÂ filedÂ toÂ correctÂ theÂ numberÂ ofÂ securitiesÂ beneficiallyÂ ownedÂ byÂ theÂ reportingÂ personÂ atÂ theÂ timeÂ ofÂ filing.Â TheÂ originalÂ FormÂ 3Â listedÂ theÂ wrongÂ amountÂ ofÂ securitiesÂ indirectlyÂ heldÂ throughÂ MBÂ TechnologyÂ Holdings,Â LLCÂ andÂ didÂ notÂ reportÂ certainÂ securitiesÂ indirectlyÂ heldÂ throughÂ BrantonÂ Partners,Â LLC.

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