FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * BARNES JAMES A   2. Issuer Name and Ticker or Trading Symbol Parametric Sound Corp [PAMT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO, Treasurer and Secretary (Last) (First) (Middle) 1941 RAMROD AVENUE, #100 3. Date of Earliest Transaction (Month/Day/Year) 12/29/2011 (Street) HENDERSON, NV 89014 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/29/2011   M   100,000 A $ 0.3 315,000 I By Family Trust Common Stock 12/29/2011   A   525,000 (1) A $ 0 (1) 766,836 (2) I By Syzygy Licensing LLC Common Stock               22,000 I By Sunrise Capital, Inc. Common Stock               335,000 I By Sunrise Management Profit Sharing Plan Common Stock               3,000 I By personal retirement plan Common Stock               2,750 (3) I By spouse's personal retirement plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 0.3

12/29/2011

M

100,000

12/31/2010

10/08/2015

Common Stock

550,000

$ 0

550,000 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARNES JAMES A 1941 RAMROD AVENUE, #100 HENDERSON, NV 89014			CFO, Treasurer and Secretary

Signatures

/s/ JAMES A BARNES		01/03/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Represents Mr. Barnes indirect pecuniary interest in shares issued by the Company to Syzygy for Assignment of Technology exempt from Section 16(b) by virtue of Rule 16b-3(d)1.
(2)	Represents Mr. Barnes indirect pecuniary interest in shares owned by Syzygy.
(3)	Mr. Barnes disclaims any beneficial interest in the shares held by spouse's retirement plan.
(4)	12.5% of options granted vest each calendar quarter with all shares vested at 9/30/2012 subject to the terms of the 2010 Stock Plan and the option agreement.

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