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^*

Mooers Richard L

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

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	290,590	I	By Mooers Partners, LLC⁽²⁾
Common Stock	55,025	I	By trusts⁽³⁾
Common Stock	14,285	I	By Mooers Branton & Company⁽⁴⁾
Common Stock	1,714	I	By children of the reporting person

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	⁽⁵⁾	01/02/2015	Common Stock	30,714	$19.25	I	By Mooers Partners, LLC⁽²⁾
Options	⁽⁶⁾	01/19/2016	Common Stock	78,571	$70	I	By Mooers 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	1,143	$0.35	I	By Mooers Partners, LLC⁽²⁾
Warrants	03/13/2013	03/13/2013	Common Stock	1,143	$0.35	I	By Mooers Partners, LLC⁽²⁾
Warrants	04/10/2013	04/10/2013	Common Stock	229	$0.35	I	By Mooers Partners, LLC⁽²⁾
Warrants	04/26/2013	04/26/2013	Common Stock	686	$0.35	I	By Mooers Partners, LLC⁽²⁾
Warrants	06/13/2013	06/13/2013	Common Stock	571	$0.35	I	By Mooers Partners, LLC⁽²⁾
Warrants	07/02/2013	07/02/2018	Common Stock	429	$0.35	I	By trusts⁽³⁾
Warrants	07/03/2013	07/03/2018	Common Stock	286	$0.35	I	By trusts⁽³⁾
Warrants	07/18/2013	07/18/2018	Common Stock	27,513	$6.87	I	By trusts⁽³⁾
Warrants	07/18/2013	07/18/2018	Common Stock	145,295	$6.87	I	By Mooers Partners, LLC⁽²⁾

Explanation of Responses:

1. Family entities and trusts for the benefit of Mr. Mooers' children beneficially own shares, options and warrants of the Company through MB Merchant Group, LLC, of which these family trusts and entities beneficially own 80%, which in turn is a 45.2% owner of MB Technology Holdings, LLC.

2. Trusts for the benefit of Mr. Mooers' children beneficially own shares and warrants of the Company through Mooers Partners, LLC, of which these family trusts and entities beneficially own 100%.

3. These shares are held in a trust for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose

4. Family entities and trusts for the benefit of Mr. Mooers' children beneficially own shares of the Company through Mooers Branton & Company, of which these family trusts and entities beneficially own 80%.

5. 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 January 2, 2006 and the last being January 2, 2008.

6. 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 Mooers Partners, LLC and through the children and the trusts of the children of the reporting person.

	/s/ Richard L. Mooers	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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