UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)
Parametric Sound Corporation
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
699172102
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. ?
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for
other parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
Cusip No. 699172102
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 4,981,411*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power: 4,981,411*
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,981,411*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 21.7% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 1,594,686 shares of Common Stock and 690,000
Warrants owned by Special Situations Fund III QP, L.P., 556,330 shares of
Common Stock and 240,000 Warrants owned by Special Situations Private
Equity Fund, L.P., 180,378 shares of Common Stock and 75,000 Warrants
owned by Special Situations Technology Fund, L.P. and 1,150,017 shares of
Common Stock and 495,000 Warrants owned by Special Situations Technology
Fund II, L.P.
See Items 2 and 5 of this Schedule 13D for additional information.
Item 1. Security and Issuer.
This schedule related to the Common Stock of Parametric Sound
Corporation (the ?Issuer?). The Issuer?s principal executive officers are
located at 1941 Ramrod Avenue, Suite 100, Henderson, NV 89014
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM
Investment Company, Inc. (?AWM?), the general partner of MGP Advisers Limited
Partnership (?MGP?), the general partner of Special Situations Fund III QP,
L.P. (?SSFQP?). Marxe and Greenhouse are members of MG Advisers L.L.C.
(?MG?),the general partner of Special Situations Private Equity Fund, L.P.
(?SSPE?). Marxe and Greenhouse are also members of SST Advisers, L.L.C.
(?SSTA?), the general partner of Special Situations Technology Fund, L.P.
(?Tech?) and Special Situations Technology Fund II, L.P. (?Tech II?). AWM
serves as the investment adviser to SSFQP, SSPE, Tech and Tech 2. (SSFQP, SSPE,
Tech and Tech II will hereafter be referred to as, the ?Funds?).
The principal office and business address of the Reporting Persons, is 527
Madison Avenue, Suite 2600, New York, NY 10022.
The principal business of each Fund is to invest in equity and equity-related
securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
have either of them been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
he was or is now subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. Mr.
Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase the
securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been acquired by
each of the Funds for investment purposes and not with the purpose or effect of
changing or influencing control of the Issuer. Each Fund acquired the
securities in the ordinary course of business and is holding the securities for
the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
SSFQP owns 1,594,686 shares of Common Stock and 690,000 Warrants, or
10.3% of the shares outstanding, SSPE owns 556,330 shares of Common Stock and
240,000 Warrants, or 3.7% of the outstanding shares, Tech owns 180,378 shares
of Common Stock and 75,000 Warrants, or 1.2% of the shares outstanding, and
Tech II owns 1,150,017 shares of Common Stock and 495,000 Warrants, or 7.5% of
the outstanding shares. Messrs. Marxe and Greenhouse share the power to vote
and direct the disposition of all shares of Common Stock owned by each of the
Funds. Messrs. Marxe and Greenhouse are deemed to beneficially own a total of
3,481,411 shares of Common Stock and 1,500,000 Warrants, or 21.7% of the
outstanding shares.
The following table reflects the purchases by each of the Funds
during the sixty days preceding the date of the event that requires the filing
of this statement. No other transactions occurred during the past 60 days.
A. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
(Purchases)
February 22, 2011
Common Stock
240,000
$.50
February 22, 2011 Warrants
240,000
Date
Quantity
Average Price
(Sales)
B. Special Situations Technology Fund, L.P.
Date
Quantity
Average Price
(Purchases)
February 22, 2011 Common
Stock
75,000
$.50
February 22, 2011 Warrants
75,000
Date
Quantity
Average Price
(Sales)
C. Special Situations Technology Fund II, L.P.
Date
Quantity
Average Price
(Purchases)
February 22, 2011 Common
Stock
495,000
$.50
February 22, 2011 Warrants
495,000
Date
Quantity
Average Price
(Sales)
D._Special Situations Fund III QP, L.P.
Date
Quantity
Average Price
(Purchases)
February 22, 2011 Common
Stock
690,000
$.50
February 22, 2011 Warrants
690,000
Date
Quantity
Average Price
(Sales)
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Messrs. Marxe and
Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: February 13, 2012
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13D to which this agreement is attached is filed on behalf of each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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