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* Phoenix Venture Fund LLC (Last) (First) (Middle) 110 EAST 59TH STREET, SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol XPLORE TECHNOLOGIES CORP [ XPLR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/13/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	08/13/2014		J(1)		600,000(1)	D	$0.00(1)	1,703,895(1)(3)	I	See Footnote(3)
Common Stock	08/13/2014		J(2)		201,174(2)	D	$0.00(2)	1,594,467(4)	I	See Footnote(4)

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

1. Name and Address of Reporting Person* Phoenix Venture Fund LLC (Last) (First) (Middle) 110 EAST 59TH STREET, SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SASSOWER PHILIP S (Last) (First) (Middle) 110 EAST 59TH STREET, SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman & CEO

1. Name and Address of Reporting Person* Goren Andrea (Last) (First) (Middle) 14000 SUMMIT DRIVE SUITE 900 (Street) AUSTIN TX 78728 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Phoenix Enterprises Family Fund, LLC (Last) (First) (Middle) 110 EAST 59TH STREET, SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2

Explanation of Responses:

1. Represents a pro-rata distribution of 600,000 shares held by Phoenix Venture Fund LLC ("Phoenix"). Mr. Philip S. Sassower ("Mr. Sassower") and Mr. Andrea Goren ("Mr. Goren") are co-managers of Phoenix and share voting and dispositive power over the shares held by Phoenix. Mr. Sassower and Mr. Goren disclaim any beneficial ownership of the shares held by Phoenix except to the extent of pecuniary interest, if any, in such shares.

2. Represents a pro-rata distribution to its members of 201,174 shares held by Phoenix Enterprises Family Fund, LLC ("Family Fund") received in connection with the pro-rata distribution of 600,000 shares by Phoenix on August 13, 2014. Mr. Sassower is the sole managing member of the Family Fund and, together with his wife, hold approximately 55% of the membership interests in such fund and disclaims any beneficial ownership of the shares held by the Family Fund except to the extent of his pecuniary interest, if any, in such shares.

3. At August 13, 2014, includes shares held by Phoenix (1,181,071), Mr. Sassower (278,164), Family Fund (201,174), SG Phoenix LLC ("SG") (24,524), Mr. Goren (1,659) and Andax LLC ("Andax") (17,303). Mr. Sassower and Mr. Mr. Goren are co-managers of Phoenix and SG and share voting and dispositive power over the shares held by Phoenix and SG. Mr. Sassower and Mr. Goren disclaim any beneficial ownership of the shares held by Phoenix and SG except to the extent of pecuniary interest, if any, in such shares. Mr. Sassower is the sole managing member of the Family Fund and disclaims any beneficial ownership of the shares held by the Family Fund except to the extent of his pecuniary interest, if any, in such shares. Mr. Goren is the manager of Andax. Mr. Goren disclaims any beneficial ownership of the shares held by Andax except to the extent of pecuniary interest, if any, in such shares.

4. At August 13, 2014, includes shares held of record by Phoenix (1,181,071), SG (24,524) and Mr. Sassower (388,872). Mr. Sassower and Mr. Goren are co-managers of Phoenix and SG and share voting and dispositive power over the shares held by Phoenix and SG. Mr. Sassower and Mr. Goren disclaim any beneficial ownership of the shares held by Phoenix and SG except to the extent of pecuniary interest, if any, in such shares.

	Phoenix Venture Fund LLC By SG Phoenix Ventures LLC, its Managing Member By /s/ Andrea Goren, Manager	08/15/2014
	/s/ Philip S. Sassower	08/15/2014
	/s/ Andrea Goren	08/15/2014
	Phoenix Enterprises Family Fund, LLC By /s/ Philip S. Sassower, Managing Member	08/15/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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