Philip S Sassower 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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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)
07/17/2015

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	07/17/2015		J(1)		35,431(1)	D	$0.00(1)	1,505,817(1)(2)	I	See Footnote

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

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)

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)

1. Name and Address of Reporting Person^*

Goren Andrea

(Last) (First) (Middle)

14000 SUMMIT DRIVE SUITE 900

(Street)

AUSTIN TX 78728

(City) (State) (Zip)

Explanation of Responses:

1. Represents a distribution of 35,431 shares held by Phoenix Venture Fund LLC ("Phoenix"). Mr. Philip S. Sassower ("Mr. Sassower") and Mr. Andrea Goren ("Mr. Goren") are co-managers of Phoenix and share voting and dispositive power over the shares held by Phoenix. Mr. Sassower and Mr. Goren disclaim any beneficial ownership of the shares held by Phoenix except to the extent of pecuniary interest, if any, in such shares.

2. At July 17, 2015, includes shares held by Phoenix (1,145,640), Mr. Sassower (316,691), SG Phoenix LLC ("SG") (24,524), Mr. Goren (1,659) and Andax LLC ("Andax") (17,303). Mr. Sassower and Mr. Mr. Goren are co-managers of Phoenix and SG and share voting and dispositive power over the shares held by Phoenix and SG. Mr. Sassower and Mr. Goren disclaim any beneficial ownership of the shares held by Phoenix and SG except to the extent of pecuniary interest, if any, in such shares. Mr. Sassower is the sole managing member of the Family Fund and disclaims any beneficial ownership of the shares held by the Family Fund 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 pecuniary interest, if any, in such shares.

	Phoenix Venture Fund LLC By SG Phoenix Ventures LLC, its Managing Member By /s/ Andrea Goren, Manager	07/21/2015
	/s/ Philip S. Sassower	07/21/2015
	/s/ Andrea Goren	07/21/2015
	** 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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