SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Empire Capital Management, L.L.C. (Last) (First) (Middle) 1 GORHAM ISLAND, SUITE 201 (Street) WESTPORT CT 06880 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OCZ TECHNOLOGY GROUP INC [ OCZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/23/2010
	4. If Amendment, Date of 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

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	03/23/2010		P		1,000,000	A	$3	1,000,000	I	See Notes(1)(2)(3)(4)
Common Stock	10/29/2010		P		1,298,174	A	$3.08	1,298,174	I	See Notes(3)(4)(5)(6)

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 Securities Underlying Derivative Security (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: 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
Warrants	$5.25	03/23/2010		P		500,000		03/23/2010	03/23/2015	Common Stock par $0.0025	500,000	$3(2)	500,000	I	See Notes(2)(3)(4)(7)
Warrants	$5.25	10/29/2010		P		324,543		05/03/2011	05/03/2016	Common Stock par $0.0025	324,543	$3.08(6)	324,543	I	See Notes(3)(4)(6)(8)

Explanation of Responses:

1. The shares of Common Stock to which this note relates are held directly by Empire Capital Partners, LP ("Empire Capital"), with respect to 330,869 Common Stock Shares; Empire Capital Partners, LTD, a Cayman Islands exempted company ("Empire Offshore") as to 284,716 Common Stock Shares; and Empire Capital Partners Enhanced Master Fund LTD, ("Enhanced Master" and collectively with Empire Capital and Empire Offshore, the "Empire Funds") as to 384,415 Common Stock Shares directly owned by it.

2. On March 23, 2010, Empire Capital, Empire Offshore and Enhanced Master (the Empire Funds) entered into a Securities Purchase Agreement to purchase an aggregate 1,000,000 shares of the Issuers common stock at a price of $3.00 per share, par value $0.0025 per share and, in addition, received Warrants to purchase an aggregate 500,000 shares of common stock at an exercise price of $5.25 per share. The Warrants are exercisable immediately and expire on March 23, 2015 and may also be exercised on a cashless basis. The foregoing descriptions of the Securities Purchase Agreements and Warrants do not purport to be complete descriptions of the information contained in such documents.

3. Empire Capital Management, LLC (the "Investment Manager") serves as the Investment Manager to and has investment discretion over the securities held by Empire Offshore and Enhanced Master. Empire GP, LLC ("Empire GP"), serves as the general partner of Empire Capital. Mr. Scott Fine and Mr. Peter Richards are managing members of the Investment Manager and managing partners of Empire GP.

4. Mr. Fine, Mr. Richards, the Investment Manager, Empire GP and the Empire Funds disclaim beneficial ownership of any of the Issuer's securities to which this Form 4 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), except as to such securities in which each such person may be deemed to have a pecuniary interest pursuant to the Act.

5. The shares of Common Stock to which this note relates are held directly by Empire Capital Partners, LP ("Empire Capital"), with respect to 433,006 Common Stock Shares; Empire Capital Partners, LTD, a Cayman Islands exempted company ("Empire Offshore") as to 337,428 Common Stock Shares; and Empire Capital Partners Enhanced Master Fund LTD, ("Enhanced Master" and collectively with Empire Capital and Empire Offshore, the "Empire Funds") as to 527,740 Common Stock Shares directly owned by it.

6. On October 29, 2010, Empire Capital, Empire Offshore and Enhanced Master (the Empire Funds) entered into a Securities Purchase Agreement to purchase an aggregate of 1,298,174 shares of the Issuer's common stock at a price of $3.08125 per share, par value $0.0025 per share and, in addition, received Warrants to purchase an aggregate 324,543 shares of common stock at an exercise price of $5.25 per share. The Warrants are exercisable six (6) months and one (1) day after the date of issuance (November 2, 2010), expire on the five (5) year anniversary of the date of issuance and may be exercised on a cashless basis. The foregoing descriptions of the Securities Purchase Agreements and Warrants do not purport to be complete descriptions of the information contained in such documents.

7. The Warrants to which this note relates are held directly by Empire Capital Partners, LP ("Empire Capital"), with respect to 165,435 shares based on Warrants; Empire Capital Partners, LTD, a Cayman Islands exempted company ("Empire Offshore") as to 142,358 shares based on Warrants; and Empire Capital Partners Enhanced Master Fund LTD, ("Enhanced Master" and collectively with Empire Capital and Empire Offshore, the "Empire Funds") as to 192,208 shares based on Warrants directly owned by it.

8. The Warrants to which this note relates are held directly by Empire Capital Partners, LP ("Empire Capital"), with respect to 108,251 shares based on Warrants; Empire Capital Partners, LTD, a Cayman Islands exempted company ("Empire Offshore") as to 84,357 shares based on Warrants; and Empire Capital Partners Enhanced Master Fund LTD, ("Enhanced Master" and collectively with Empire Capital and Empire Offshore, the "Empire Funds") as to 131,935 shares based on Warrants directly owned by it.

Remarks:

	By: Empire Capital Management, LLC By: /s/ Scott A. Fine, Managing Member By: /s/ Peter J. Richards, Managing Member	11/08/2010
	** Signature of Reporting Person	Date
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