SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sigmarsson Palmi

(Last)

(First)

(Middle)

240 S PINEAPPLE AVE, STE 701

(Street)

SARASOTA

34236

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2013

3. Issuer Name and Ticker or Trading Symbol
xG TECHNOLOGY, INC. [ XGTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Resigned from the Board

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	33,669	D
Common Stock	428,571	I	By ELL 232 ehf⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options	⁽²⁾	04/14/2021	Common Stock	14,285	$7.875	D
Options	⁽³⁾	01/19/2016	Common Stock	35,714	$70	D

Explanation of Responses:

1. Mr. Sigmarsson beneficially owns 428,571 shares, comprising 428,571 shares held by ELL 232 ehf (a company in which Mr. Sigmarsson has a 35.7 percentage beneficial interest and a 74.3 percentage interest in voting rights, by virtue of shareholders' agreements).

2. The issue date of the Options pursuant to a 2009 Options Plan is April 14, 2011. The Options have three (3) vesting periods, with the first being April 14, 2012 and the last being April 14, 2014.

3. The issue date of the Options pursuant to a 2006 Options Plan is January 19, 2006. The Options have three (3) vesting periods, with the first being January 19, 2007 and the last being January 19, 2009.

	/s/ Palmi Sigmarsson	07/29/2013
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.