1xgti_sc13ga.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* xG Technology, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 98372A705 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 7 Pages CUSIP No. 98372A705 13G/A Page 2 of 7 Pages ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Hudson Bay Capital Management, L.P. ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ----------------------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 329,449 shares of Common Stock issuable upon exercise of warrants (see Item 4)* OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER 329,449 shares of Common Stock issuable upon exercise of warrants (see Item 4)* ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 329,449 shares of Common Stock issuable upon exercise of warrants (see Item 4)* ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99% (see Item 4)* ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------------------- * As more fully described in Item 4, these shares of Common Stock are issuable upon exercise of warrants that are subject to a 4.99% blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker. CUSIP No. 98372A705 13G/A Page 3 of 7 Pages ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Sander Gerber ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ----------------------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 329,449 shares of Common Stock issuable upon exercise of warrants (see Item 4)* OWNED BY -------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER 329,449 shares of Common Stock issuable upon exercise of warrants (see Item 4)* ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 329,449 shares of Common Stock issuable upon exercise of warrants (see Item 4)* ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99% (see Item 4)* ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------------------- * As more fully described in Item 4, these shares of Common Stock are issuable upon exercise of warrants that are subject to a 4.99% blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker. CUSIP No. 98372A705 13G/A Page 4 of 7 Pages ----------------------------------------------------------------------------- Item 1. (a) Name of Issuer xG Technology, Inc., a Delaware corporation (the "Company") (b) Address of Issuer's Principal Executive Offices 240 S. Pineapple Avenue, Suite 701 Sarasota, Florida 34236 Item 2(a). Name of Person Filing This statement is filed by Hudson Bay Capital Management, L.P. (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons." Item 2(b). Address of Principal Business Office or, if none, Residence The address of the principal business office of each of the Reporting Persons is: 777 Third Avenue, 30th Floor New York, NY 10017 Item 2(c). Citizenship Citizenship is set forth in Row (4) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Item 2(d) Title of Class of Securities Common Stock, par value $0.00001 per share (the "Common Stock") Item 2(e) CUSIP Number 98372A705 CUSIP No. 98372A705 13G/A Page 5 of 7 Pages ----------------------------------------------------------------------------- Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ Item 4. Ownership The information required by Items 4(a) - (c) is set forth in Rows (5)- (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage used in this Schedule 13G is calculated based upon the aggregate of 6,272,738 shares of Common Stock issued and outstanding, which is the sum of (i) 2,472,738 shares issued and outstanding as of December 16, 2016 as reported in the Company's Prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on December 22,2016 and (ii) 3,800,000 shares of common stock underlying the Class A Units issued by the Company on December 27, 2016, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2016. The percentage set forth on Row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person are based on the Company's total number of outstanding shares of Common Stock and assume the exercise of the warrants held by Hudson Bay Master Fund Ltd. (the "Securities"), subject to the 4.99% Blocker (as defined below). Pursuant to the terms of certain of the Securities, the Reporting Persons cannot exercise such Securities if the Reporting Persons would beneficially own, after such exercise, more than 4.99% of the outstanding shares of Common Stock (the "4.99% Blocker"). The percentage set forth on Row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person give effect to the 4.99% Blocker. Consequently, at this time, the Reporting Persons are not able to exercise all of such Securities due to the 4.99% Blocker. The Investment Manager, which serves as the investment manager to Hudson Bay Master Fund Ltd., in whose name the securities reported herein are held, may be deemed to be the beneficial owner of all shares of Common Stock, subject to the 4.99% Blocker, underlying the warrants held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person See Item 4. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. CUSIP No. 98372A705 13G/A Page 6 of 7 Pages ----------------------------------------------------------------------------- Item 10. Certification By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 98372A705 13G/A Page 7 of 7 Pages ----------------------------------------------------------------------------- SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: January 30, 2017 HUDSON BAY CAPITAL MANAGEMENT, L.P. By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber SANDER GERBER