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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/22/2007 |
3. Issuer Name and Ticker or Trading Symbol
XPLORE TECHNOLOGIES CORP [ NONE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 289,472 | D | |
Common Stock | 2,280,589 | I | See footnote(1) |
Common Stock | 1,683,586 | I | See footnote(2) |
Common Stock | 403,658 | I | See footnote(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Stock Options (right to buy) | (5) | 06/21/2010 | Common Stock | 150,000 | $0.93(4) | D | |
Stock Options (right to buy) | (6) | 08/29/2011 | Common Stock | 200,000 | $0.44(4) | D | |
Warrants (right to buy) | 04/10/2006 | 04/10/2008 | Common Stock | 524,692 | $0.45(4) | I | See footnote(3) |
Warrants (right to buy) | 12/17/2004 | 05/30/2008 | Common Stock | 8,918,000 | $0.55 | I | See footnote(2) |
Warrants (right to buy) | 04/10/2006 | 04/10/2008 | Common Stock | 4,199,453 | $0.45(4) | I | See footnote(2) |
Series A Convertible Preferred Stock | (7) | (8) | Common Stock | 1,368,550 | $0.34 | D | |
Series A Convertible Preferred Stock | (7) | (8) | Common Stock | 5,171,847 | $0.34 | I | See footnote(1) |
Series A Convertible Preferred Stock | (7) | (8) | Common Stock | 7,135,973 | $0.34 | I | See footnote(3) |
Series A Convertible Preferred Stock | (7) | (8) | Common Stock | 31,032,014 | $0.34 | I | See footnote(2) |
Explanation of Responses: |
1. Owned directly by Phoenix Enterprises Family Fund, LLC, an entity controlled by Mr. Sassower. |
2. Owned directly by Phoenix Venture Fund LLC ("Phoenix"). Mr. Sassower is the co-manager of the managing member of Phoenix. Mr. Sassower disclaims any beneficial ownership of the securities held by Phoenix, except to the extent of his pecuniary interest therein. |
3. Owned directly by The Philip S. Sassower 1996 Charitable Remainder Annuity Trust, of which Mr. Sassower is the trustee. |
4. Amounts are in Canadian dollars. |
5. 50,000 options vested on June 21, 2006, 50,000 options vested on June 21, 2007 and 50,000 options will vest on June 21, 2008. |
6. 50,000 options vested on August 29, 2006, 50,000 options will vest on August 29, 2007, 50,000 options will vest on August 29, 2008 and 50,000 options will vest on August 29, 2009. |
7. Each share of Series A Convertible Preferred Stock is convertible at any time, at the holder's election, into shares of common stock on a one-for-one basis, subject to adjustment for stock dividends, splits, combinations and similar events. |
8. Each share of Series A Convertible Preferred Stock shall automatically convert into shares of common stock at the then applicable conversion rate upon the earlier of (i) the closing of a firm commitment public offering of the Issuer's common stock at a price not less than $0.85 per share (subject to adjustment for stock dividends, splits, combinations and similar events) and net proceeds of not less than $20 million, or (ii) the vote or written consent of the holders of a majority of the then outstanding shares of Series A Convertible Preferred Stock. |
/s/ Philip S. Sassower | 06/22/2007 | |
** 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. |