SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Phoenix Venture Fund LLC (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol XPLORE TECHNOLOGIES CORP [ XPLR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/31/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/31/2012		C		1,541,430	A	(1)(2)(3)	1,866,714(4)	D
Common Stock	10/31/2012		C		44,795	A	(2)(3)	1,940,737(5)	I	See Footnote(5)
Common Stock	10/31/2012		C		923,023	A	(1)(2)(3)	2,949,440(6)	I	See Footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	10/31/2012		C			31,032,014(7)	10/31/2012	(8)	Common Stock	1,014,508	$0	0	D
Series C Preferred Stock	(2)	10/31/2012		C			3,320,000(7)	10/31/2012	(8)	Common Stock	159,615	$0	0	D
Series D Preferred Stock	(3)	10/31/2012		C			2,380,147(7)(9)	10/31/2012	(8)	Common Stock	367,307	$0	86,000	D
Series C Preferred Stock	(2)	10/31/2012		C			200,000(2)	10/31/2012	(8)	Common Stock	9,615	$0	0	I	See Footnote(10)
Series D Preferred Stock	(3)	10/31/2012		C			227,963(3)(11)	10/31/2012	(8)	Common Stock	35,180	$0	27,500	I	See Footnote(12)
Series A Preferred Stock	(1)	10/31/2012		C			13,676,370(1)	10/31/2012	(8)	Common Stock	447,112	$0	0	I	See Footnote(13)
Series C Preferred Stock	(2)	10/31/2012		C			1,000,000(2)	10/31/2012	(8)	Common Stock	48,077	$0	0	I	See Footnote(14)
Series D Preferred Stock	(3)	10/31/2012		C			2,772,364(3)(15)	10/31/2012	(8)	Common Stock	427,834	$0	81,599	I	See Footnote(16)

1. Name and Address of Reporting Person* Phoenix Venture Fund LLC (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SG Phoenix LLC (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Phoenix Enterprises Family Fund, LLC (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ANDAX LLC (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SASSOWER PHILIP S (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* Goren Andrea (Last) (First) (Middle) 110 EAST 59TH STREET SUITE 1901 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Series A Preferred Stock automatically converted into shares of common stock of Xplore Technologies Corp. (the "Company") at a conversion price of $0.0260 per share, as adjusted to take into account a 1-for-400 reverse stock split consummated on September 13, 2012.

2. The Series C Preferred Stock automatically converted into shares of common stock of the Company at a conversion price of $0.0260 per share, as adjusted to take into account a 1-for-400 reverse stock split consummated on September 13, 2012.

3. The Series D Preferred Stock automatically converted into shares of common stock of the Company at a conversion price of $0.0162 per share, as adjusted to take into account a 1-for-400 reverse stock split consummated on September 13, 2012.

4. Consists of an aggregate 1,541,430 shares of common stock issuable upon conversion of Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, 239,284 shares of common stock owned of record by, and warrants to purchase 86,000 shares of common stock exercisable within 60 days after October 31, 2012 held by Phoenix Venture Fund LLC ("Phoenix")

5. Includes shares held of record by, and shares issuable upon conversion of preferred stock to, Phoenix (1,780,714), Andrea Goren ("Mr. Goren") (1,660), Andax LLC ("Andax") (20,338) and SG Phoenix LLC ("SG Phoenix") (24,525). Also includes warrants to purchase shares of common stock exercisable within 60 days after October 31, 2012 held by Phoenix (86,000), Andax (625) and SG Phoenix (26,875). Mr. Goren is the manager of Andax and a co-manager of SG Phoenix, an entity in which Mr. Goren shares voting and dispositive power with Philip Sassower ("Mr. Sassower"). Mr. Goren disclaims any beneficial ownership of the shares held by Andax and SG Phoenix except to the extent of his pecuniary interest, if any, in such shares.

6. Includes shares held of record by, and shares issuable upon conversion of preferred stock to, Phoenix (1,780,714), Mr. Sassower (638,263), Phoenix Enterprises Family Fund, LLC ("Phoenix Family Fund") (338,339) and SG Phoenix (24,525). Also includes (i) warrants to purchase shares of common stock exercisable within 60 days after October 31, 2012 held by Phoenix (86,000), Mr. Sassower (28,625), Phoenix Family Fund (23,048) and SG Phoenix (26,875) and (ii) options to purchase shares of common stock exercisable within 60 days after October 31, 2012 held by Mr. Sassower (3,051). Mr. Sassower is the sole managing member of Phoenix Family Fund and a co-manager of SG Phoenix, an entity in which Mr. Sassower and Mr. Goren share voting and dispositive power. Mr. Sassower disclaims any beneficial ownership of the shares held by Phoenix Family Fund and SG Phoenix except to the extent of his pecuniary interest, if any, in such shares.

7. Voting and dispositive power over these shares is held equally by Mr. Sassower and Mr. Goren. Mr. Sassower and Mr. Goren disclaim any beneficial ownership of the shares held by Phoenix, except to the extent of their respective pecuniary interest, if any, in such shares.

8. Each of the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of common stock of the Company upon consummation of the Company's public offering (on October 31, 2012) and had no expiration date.

9. Includes an aggregate 259,287 shares of Series D Preferred Stock issued in connection with paid-in-kind dividends.

10. Such shares are owned of record by Andax, an entity managed by Mr. Goren.

11. Includes an aggregate 15,589 shares of Series D Preferred Stock issued in connection with paid-in-kind dividends.

12. Consists of 58,449 shares of Series D Preferred Stock owned of record by Andax, 158,920 shares of Series D Preferred Stock owned of record by SG Phoenix and 10,594 shares of Series D Preferred Stock owned of record by Mr. Goren.

13. Consists of 8,504,523 shares of Series A Preferred Stock owned of record by Mr. Sassower and 5,171,847 shares of Series A Preferred Stock owned of record by Phoenix Family Fund.

14. Such shares are owned of record by Mr. Sassower.

15. Includes an aggregate 305,703 shares of Series D Preferred Stock issued in connection with paid-in-kind dividends.

16. Consists of 978,251 shares of Series D Preferred Stock owned of record by Phoenix Family Fund and 1,794,113 shares of Series D Preferred Stock owned of record by Mr. Sassower.

	Phoenix Venture Fund LLC By: SG Phoenix Ventures LLC, its Managing Member By: /s/ Andrea Goren, Manager	11/01/2012
	SG Phoenix LLC By: /s/ Andrea Goren, Co-Manager	11/01/2012
	Phoenix Enterprises Family Fund LLC By: /s/ Philip Sassower, Managing Member	11/01/2012
	Andax LLC By: /s/ Andrea Goren, Managing Member	11/01/2012
	/s/ Philip S. Sassower	11/01/2012
	/s/ Andrea Goren	11/01/2012
	** Signature of Reporting Person	Date
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