SEC FORM 3

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)

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	5,887,608	I	By MB Technology Holdings, LLC⁽¹⁾

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	⁽²⁾	01/02/2015	Common Stock	30,714	$19.25	D
Options	⁽³⁾	01/19/2016	Common Stock	78,571	$70	D
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⁾

Explanation of Responses:

1. Mr. Mooers beneficially owns shares, options and warrants of the Company through MB Merchant Group, LLC, of which he beneficially owns 80%, which in turn is a 75% owner of MB Technology Holdings, LLC.

2. 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.

3. 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.

	/s/ Richard L. Mooers	08/06/2013
	** 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.