Sec Form 4 Filing - Branton Roger G @ xG TECHNOLOGY, INC. - 2017-03-24

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 Branton Roger G 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 X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 240 SOUTH PINEAPPLE AVENUE, SUITE 701 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2017 (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 03/24/2018 A 50,000 ( 1 ) ( 2 ) A $ 1.55 350,209 D

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 $ 1.55 03/24/2017 A 0 ( 2 ) ( 2 ) 03/24/2027 Common Stock 100,000 $ 0 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Branton Roger G 240 SOUTH PINEAPPLE AVENUE SUITE 701 SARASOTA, FL34236 Chief Financial Officer Signatures /s/ Roger Branton 05/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of common stock relate to certain option granted on March 24, 2017 that have now vested. A description of the option is set forth in Footnote 2 below. ( 2 )These options were granted on March 24, 2017. The options vest over three years with 50,000 shares subject to the options vesting on the first anniversary of the grant, 50,000 vesting on the second anniversary of the grant, and 50,000 vesting on the third anniversary of the grant, until fully vested on March 24, 2020. A portion of the options have vested as noted in Footnote 1.

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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