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
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1. Name and Address of Reporting Person*
Branton Roger G

(Last) (First) (Middle)
240 S PINEAPPLE AVE, STE 701

(Street)
SARASOTA FL 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 X 10% Owner
X Officer (give title below) Other (specify below)
CFO
5. If Amendment, Date of Original Filed (Month/Day/Year)
08/06/2013
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 4,610,044 I By MB Technology Holdings, LLC.(1)
Common Stock 72,476 I By Branton Partners, LLC(2)
Common Stock 14,285 I By Mooers Branton & Company(3)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (4) 01/02/2015 Common Stock 30,714 $19.25 I By Branton Partners, LLC(2)
Options (5) 01/19/2016 Common Stock 78,571 $70 I By Branton Partners, LLC(2)
Options 01/16/2013 01/16/2018 Common Stock 571,428 $13.3 I By MB Technology Holdings, LLC(1)
Options 01/16/2013 01/16/2018 Common Stock 142,857 $8.75 I By MB Technology Holdings, LLC(1)
Warrants 01/16/2013 01/16/2018 Common Stock 42,857 $0.35 I By MB Technology Holdings, LLC(1)
Warrants 01/16/2013 01/16/2018 Common Stock 286 $0.35 I By Branton Partners, LLC(2)
Warrants 03/13/2013 03/13/2018 Common Stock 286 $0.35 I By Branton Partners, LLC(2)
Warrants 04/10/2013 04/10/2013 Common Stock 57 $0.35 I By Branton Partners, LLC(2)
Warrants 04/26/2013 04/26/2013 Common Stock 171 $0.35 I By Branton Partners, LLC(2)
Warrants 06/13/2013 06/13/2013 Common Stock 143 $0.35 I By Branton Partners, LLC(2)
Warrants 07/18/2013 07/18/2018 Common Stock 36,324 $6.87 I By Branton Partners, LLC(2)
Explanation of Responses:
1. Mr. Branton owns shares, options and warrants of the Company through MB Merchant Group, LLC, of which he beneficially owns 20%, which in turn is a 45.2% owner of MB Technology Holdings, LLC.
2. Various family entities, including Mr. Branton's spouse, children and trusts for the benefit of Mr. Branton's children beneficially own shares and warrants of the Company through Branton Partners, LLC, of which these family trusts and entities beneficially own 100%.
3. Mr. Branton owns shares of the Company through Mooers Branton & Company of which Mr. Branton is a 20% owner.
4. The issue date of the Options pursuant to a 2005 Options Plan is January 2, 2005. The Options have three (3) vesting periods, with the first being on January 2, 2006 and the last being January 2, 2008.
5. 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.
Remarks:
This amendment is being filed to correct the number of securities beneficially owned by the reporting person at the time of filing. The original Form 3 listed the wrong amount of securities indirectly held through MB Technology Holdings, LLC and did not report certain securities indirectly held through Branton Partners, LLC.
/s/ Roger G. Branton 11/19/2013
** 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.