SEC Form 4 · accession 0001144204-15-012516
xG TECHNOLOGY, INC. · XGTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George Frederick Schmitt
Director · 10% Owner
Period of report
Feb 24, 2015
Accepted (ET)
Feb 27, 2015 · 11:09 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001565228
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 24, 2015 | J | 2,400,222 | $0.46 | A | 8,655,322 | I | By MB Technology Holdings, LLC |
| Common StockF3,F2 | Feb 24, 2015 | J | 1,590,909 | $0.46 | A | 10,246,231 | I | By MB Technology Holdings, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1For services rendered and loans outstanding, the Registrant, prior to this transaction, was indebted to MB Technology Holdings, LLC ("MBTH") in the amount of $1,839,239.04. The Registrant and MBTH agreed, as of the date of this transaction, that payment of $1,106,098.00 of the outstanding debt owed by the Registrant to MBTH would be made in a number of shares of common stock of the Registrant of value equal to this portion of the total outstanding debt.
- F2Mr. Schmitt has a direct 36.32% ownership interest in MBTH. IN addition, Mr. Schmitt, through his employment agreement as CEO of MBTH, has been granted an option to purchase MBTH shares sufficient to give him five percent (5%) of the equity ownership of MBTH shares and its subsidiaries, based on MBTH's total capitalization as of the date of execution of his employment agreement with MBTH and fully diluted to incorporate all shares issued and amounts paid in the exercise of such option.
- F3For services rendered and loans outstanding, in contemplation of the transaction referenced by footnote (1) above, prior to this transaction, the Registrant remained indebted to MBTH in the amount of $733,141.04. The Registrant and MBTH agreed, as of the date of this transaction, that payment of the balance of this remaining outstanding debt would be made in a number of shares of common stock of the Registrant of value equal to the remaining balance of the outstanding debt.