Xplore Technologies Form 4 XPLORE TECHNOLOGIES / Andrea Goren ownership change

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

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X

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^*

Goren Andrea

(Last) (First) (Middle)

845 W. END AVE., #14A

SUITE 1901

(Street)

NEW YORK NY 10025

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

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2018

4. 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 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	08/14/2018		U		1,065,628	D	$6	0	I	See Footnote(1)
Common Stock	08/14/2018		U		1,659	D	$6	0	D

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
Stock Options	$2.73	01/24/2018		A		5,000		(2)	07/24/2026	Common Stock	5,000	$0	5,000	D
Restricted Stock Units	$0	01/24/2018		A		3,500		(2)	(3)	Common Stock	3,500	$0	3,500	D
Stock Options	$2.73	08/14/2018		U			5,000	(2)	07/24/2026	Common Stock	5,000	$0	0	D
Restricted Stock Units	$0	08/14/2018		U			3,500	(2)	(3)	Common Stock	3,500	$0	0	D
Stock Options	$5	08/14/2018		U			30,000	(2)	01/08/2021	Common Stock	30,000	$0	0	D
Stock Options	$6	08/14/2018		U			56,812	(2)	09/13/2023	Common Stock	56,812	$0	0	D
Stock Options	$6.38	08/14/2018		U			27,937	(2)	10/07/2023	Common Stock	27,937	$0	0	D

Explanation of Responses:

1. Includes shares held by Phoenix Venture Fund LLC ("Phoenix") (1,021,774) and Andax LLC ("Andax") (43,879). Mr. Goren is a co-manager of Phoenix and SG and shares voting and dispositive power over the shares held by Phoenix. Mr. Goren disclaims any beneficial ownership of the shares held by Phoenix except to the extent of his pecuniary interest, if any, in such shares. Mr. Goren is the manager of Andax. Mr. Goren disclaims any beneficial ownership of the shares held by Andax except to the extent of his pecuniary interest, if any, in such shares. Also includes 25 shares owned of record by Mr. Goren's spouse.

2. Vesting in three equal annual installments over three years from date of grant.

3. Unvested Restricted Stock Units expire upon termination of holder other than for death of disability.

	/s/ Andrea Goren	08/15/2018
	** 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 4 (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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