Sec Form 3 Filing - Sigmarsson Palmi @ xG TECHNOLOGY, INC. - 2013-07-18

FORM 3 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 Sigmarsson Palmi 2. Issuer Name and Ticker or Trading Symbol xG TECHNOLOGY, INC. [ XGTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Resigned from the Board (Last) (First) (Middle) 240 S PINEAPPLE AVE, STE 701 3. Date of Earliest Transaction (MM/DD/YY) 07/18/2013 (Street) SARASOTA, FL34236 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 33,669 D Common Stock 428,571 I By ELL 232 ehf ( 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 Options $ 7.875 ( 2 ) 04/14/2021 Common Stock 14,285 D Options $ 70 ( 3 ) 01/19/2016 Common Stock 35,714 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sigmarsson Palmi 240 S PINEAPPLE AVE, STE 701 SARASOTA, FL34236 Resigned from the Board Signatures /s/ Palmi Sigmarsson 07/29/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Sigmarsson beneficially owns 428,571 shares, comprising 428,571 shares held by ELL 232 ehf (a company in which Mr. Sigmarsson has a 35.7 percentage beneficial interest and a 74.3 percentage interest in voting rights, by virtue of shareholders' agreements). ( 2 )The issue date of the Options pursuant to a 2009 Options Plan is April 14, 2011. The Options have three (3) vesting periods, with the first being April 14, 2012 and the last being April 14, 2014. ( 3 )The issue date of the Options pursuant to a 2006 Options Plan is January 19, 2006. The Options have three (3) vesting periods, with the first being January 19, 2007 and the last being January 19, 2009.

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).

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