Sec Form 4 Filing - SASSOWER PHILIP S @ XPLORE TECHNOLOGIES CORP - 2018-02-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SASSOWER PHILIP S 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 (Last) (First) (Middle) 70 EAST 55TH STREET, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2018 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SASSOWER PHILIP S 70 EAST 55TH STREET, 10TH FLOOR NEW YORK, NY10022 Fmr Director&Chmn of the Board Signatures /s/ Philip S. Sassower 02/26/2018 Signature of Reporting Person Date

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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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