SEC FORM 3/A

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^*

Coleman John C

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/29/2013

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	11,005	I	By spouse

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	⁽¹⁾	03/08/2020	Common Stock	1,428	$8.75	D
Options	⁽²⁾	04/14/2021	Common Stock	28,571	$8.75	D
Options	⁽³⁾	06/16/2020	Common Stock	14,285	$7	D
Warrants	04/29/2013	04/29/2018	Common Stock	143	$0.35	I	By spouse
Warrants	07/18/2013	07/18/2018	Common Stock	5,503	$6.87	I	By spouse

Explanation of Responses:

1. The issue date of the Options pursuant to a 2009 Options Plan is March 8, 2010. The Options have three (3) vesting periods, with the first being March 8, 2011 and the last being March 8, 2013.

2. The issue date of the Options pursuant to a 2009 Options Plan is March 8, 2010. The Options have three (3) vesting periods, with the first being March 8, 2011 and the last being March 8, 2013.

3. The issue date of the Options pursuant to a 2009 Options Plan is June 16, 2010. The Options have three (3) vesting periods, with the first being June 16, 2011 and the last being June 16, 2013.

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 did not list shares and warrants indirectly held through the wife of the reporting person.

	/s/ John C. Coleman	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).
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