Philip S Sassower Form 4 XPLORE TECHNOLOGIES / PHILIP S SASSOWER 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^*

SASSOWER PHILIP S

(Last) (First) (Middle)

70 EAST 55TH STREET, 10TH FLOOR

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Fmr Director&Chmn of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2018

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	02/14/2018		J	V	12,262	D	$0	1,104,037	I	See Footnote(1)
Common Stock	02/14/2018		J	V	12,262	A	$0	1,104,037	I	See Footnote(1)
Common Stock	02/22/2018		S		12,262	D	$2.97	1,091,775	I	See Footnote(1)

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

Explanation of Responses:

1. On or about February 14, 2018, SG Phoenix LLC distributed all of the 24,524 shares it held to its owners, Mr. Sassower and Andax LLC. As a result, Mr. Sassower no longer beneficially holds the 12,262 shares distributed to Andax LLC, and his beneficial ownership of the 12,262 shares he received became his direct ownership. This transaction was exempt under Rule 16a-13. Mr. Sassower sold his 12,262 on February 22, 2018. As of February 22, 2018, Mr. Sassower's holdings include only shares held by Phoenix Venture Fund LLC ("Phoenix") (1,091,775). Mr. Sassower is a co-manager of Phoenix, in which Mr. Sassower shares voting and dispositive power with another co-manager. Mr. Sassower disclaims any beneficial ownership of the shares held by Phoenix except to the extent of his pecuniary interest, if any, in such shares. Mr. Sassower resigned from all positions with the issuer on October 18, 2017.

	/s/ Philip S. Sassower	02/26/2018
	** 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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