Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PARKERVISION INC (Name of Issuer) |
Common Stock, par value $0.01 (Title of Class of Securities) |
701354300 (CUSIP Number) |
Cynthia French ParkerVision, Inc., 4446-1A Hendricks Ave, Suite 354 Jacksonville, FL, 32207 904-732-6116 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 701354300 |
| 1 |
Name of reporting person
Titterton Lewis H jr | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,829,430.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 | |
| (b) | Name of Issuer:
PARKERVISION INC | |
| (c) | Address of Issuer's Principal Executive Offices:
4446 - 1A HENDRICKS AVENUE, SUITE 354, JACKSONVILLE,
FLORIDA
, 32207. | |
Item 1 Comment:
This Schedule 13D relates to the common stock ("Common Stock") of ParkerVision, Inc., a Florida corporation (the "Issuer"). The address of the Issuer's principal offices is 4446-1A Hendricks Avenue, Suite 354, Jacksonville, Florida 32207. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by Lewis H. Titterton, Jr. (the "Reporting Person"). | |
| (b) | The principal address for the Reporting Person is 1900 Purdy Avenue, Miami Beach, FL 33139. | |
| (c) |
Reporting Person has been a member of the Issuer's Board of Directors (the "Board") since June 22, 2023, and a member of the Board's compensation and audit committees since November 2023. | |
| (d) | The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. | |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Person used personal funds ("PF") to purchase 4,761,905 shares of Common Stock pursuant to a Subscription Agreement dated November 14, 2025. In October 2025, Reporting Person used PF to exercise non-qualified share options from share-based compensation awards received as a director for an aggregate of 800,000 shares of Common Stock. | ||
| Item 4. | Purpose of Transaction | |
On November 14, 2025, the Reporting Person entered into a Subscription Agreement with the Issuer pursuant to which he agreed to purchase 4,761,905 shares of the Issuer's Common Stock at a purchase price of $0.21 per share, representing the last reported sale price of the Common Stock on the OTCQB Venture Market on that date. The transaction closed on November 17, 2025. The Reporting Person currently serves as a director of the Issuer. As a director of the Issuer, the Reporting Person may have influence over the corporate activities of the Issuer, including the activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D (17 C.F.R. 240.13d-101). However, except as set forth below, the Reporting Person does not have any present plans, and has not made any proposals, that relate to or that would result in any of such actions. The Reporting Person holds the Common Stock of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Person may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Person in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Person to other entities. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person's review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor's need for liquidity, and other future developments. Any future acquisitions or dispositions of Common Stock will be subject to the Company's policies, including its insider trading policy, as applicable. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of November 17, 2025, the Reporting Person beneficially owns 8,829,430 shares of Common Stock, including 251,260 shares underlying stock options, warrants and restricted stock awards that are exercisable or will vest within 60 days. Based on 126,311,303 shares outstanding as disclosed in the Issuer's prospectus supplement filed on November 17, 2025, the Reporting Person beneficially owns approximately 6.98% of the outstanding Common Stock. | |
| (b) | The Reporting Person has sole voting and dispositive power with respect to the shares beneficially owned. | |
| (c) | During the past 60 days, the Reporting Person effected two transactions: (i) the purchase of 4,761,905 shares of Common Stock pursuant to a Subscription Agreement with the Issuer dated November 14, 2025, at a purchase price of $0.21 per share, which transaction closed on November 17, 2025, and (ii) the exercise of 800,000 non-qualified stock options at an average exercise price of $0.185 per share that had previously been awarded to Reporting Person as director compensation. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Reporting Person holds currently exercisable non-qualified options for the purchase of up to 75,000 shares of the Issuer's Common Stock at an exercise price of $0.18 per share under a director compensation award dated November 18, 2023, and 137,500 shares of Common Stock underlying restricted stock units awarded on July 3, 2025, and vesting on December 31, 2025, awarded as director compensation. Reporting Person also holds warrants for the purchase of 38,760 shares of Common Stock at a price of $1.75 per share under a warrant agreement dated March 29, 2021. These warrants were issued in connection with a private placement of securities by the Issuer in which the Reporting Person participated and expire on March 29, 2026. Except for the outstanding convertible securities described above and the Subscription Agreement with the Issuer dated November 14, 2025, filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K dated November 14, 2025, and filed on November 17, 2025, there are no contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Subscription Agreement dated November 14, 2025 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K dated November 14, 2025, and filed November 17, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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