John Bayly Iv Payne Form 3 xG TECHNOLOGY / JOHN BAYLY IV PAYNE ownership change

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^*

PAYNE JOHN BAYLY IV

(Last) (First) (Middle)

240 S. PINEAPPLE AVENUE, SUITE 701

(Street)

SARASOTA FL 34236

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2017

3. Issuer Name and Ticker or Trading Symbol
xG TECHNOLOGY, INC. [ XGTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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	75,000	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	(1)	03/24/2027	Common Stock	150,000	1.55	D

Explanation of Responses:

1. These options were granted on March 24, 2017. The options vest over three years with 50,000 shares subject to the options vesting on the first anniversary of the grant, 50,000 vesting on the second anniversary of the grant, and 50,000 vesting on the third anniversary of the grant, until fully vested on March 24, 2020.

	/s/ John Bayly Payne IV	05/08/2018
	** 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 5 (b)(v).
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