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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Schmitt George Frederick

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)

550 US HIGHWAY 50,Â P.O. BOX 1219

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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

(Street)

ZEPHYR COVE,Â NVÂ 89448

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	1,220,223	D	Â
Common Stock	4,610,044	I	By MB Technology Holdings, LLC

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 ⁽²⁾	02/23/2020	Common Stock	1,428	$ 8.4	D	Â
Warrants	01/16/2013	01/16/2018	Common Stock	11,103	$ 0.35	D	Â
Warrants	01/29/2013	01/29/2018	Common Stock	857	$ 0.35	D	Â
Warrants	02/13/2013	02/13/2018	Common Stock	857	$ 0.35	D	Â
Warrants	02/26/2013	02/26/2018	Common Stock	1,714	$ 0.35	D	Â
Warrants	04/09/2013	04/09/2018	Common Stock	214	$ 0.35	D	Â
Warrants	04/26/2013	04/26/2018	Common Stock	143	$ 0.35	D	Â
Warrants	04/30/2013	04/30/2018	Common Stock	286	$ 0.35	D	Â
Warrants	06/24/2013	06/24/2018	Common Stock	286	$ 0.35	D	Â
Warrants	07/01/2013	07/01/2018	Common Stock	286	$ 0.35	D	Â
Warrants	07/18/2013	07/18/2013	Common Stock	606,755	$ 6.87	D	Â
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⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Schmitt George Frederick 550 US HIGHWAY 50 P.O. BOX 1219 ZEPHYR COVE,Â NVÂ 89448	Â X	Â X	Â	Â

Signatures

/s/ George F. Schmitt		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. Schmitt has a direct 36.32% ownership interest in MB Technology Holdings, LLC ("MBTH). In addition, Mr. Schmitt, through his employment agreement as CEO of MBTH, has been granted an option to purchase MBTH shares sufficient to give him five percent (5%) of the equity ownership of MBTH shares and its subsidiaries, based on MBTH's total capitalization as of the date of execution of his employment agreement with MBTH and fully diluted to incorporate all shares issued and amounts paid in the exercise of such options.
(2)	The issue date of the Options pursuant to a 2009 Options Plan is February 23, 2010. The Options have three (3) vesting periods, with the first being February 23, 2011 and the last February 23, 2013.
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 certainÂ securitiesÂ asÂ beneficiallyÂ ownedÂ indirectlyÂ throughÂ MBTH,Â whenÂ theyÂ wereÂ actuallyÂ heldÂ directlyÂ byÂ theÂ reportingÂ person.

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