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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Xplore Technologies Corp (delisted) | NASDAQ:XPLR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.99 | 5.98 | 199,999.99 | 0 | 01:00:00 |
Philip S. Sassower
Andrea Goren
Phoenix Venture Fund LLC
70 East 55
th
Street, 10
th
floor
New York, New York 10022
(212) 759-1909
|
Jonathan J. Russo, Esq.
Pillsbury Winthrop Shaw Pittman LLP
1540 Broadway
New York, New York 10036
(212) 858-1000
|
CUSIP No. 983950700
|
13D
|
(Page 2 of 14 Pages)
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1
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NAMES OF REPORTING PERSONS
|
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|
||
Phoenix Venture Fund LLC
|
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
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☒
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(b)
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☐
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||||
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||||
3
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
|
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0
|
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|||
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||||
8
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SHARED VOTING POWER
|
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1,021,774 (1)
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||||
9
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SOLE DISPOSITIVE POWER
|
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
|
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||
1,021,774 (1)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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||
1,021,774 (1)
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|||
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||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
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||||
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||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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9.26% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
OO
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|||
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1
|
The co-managers of the managing member of Phoenix Venture Fund LLC (“Phoenix”) are Philip S. Sassower (“Mr. Sassower”) and Andrea Goren (“Mr. Goren”).
|
2
|
Based on 11,034,404 shares of common stock outstanding, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended December 31, 2017.
|
CUSIP No. 983950700
|
13D
|
(Page 3 of 14 Pages)
|
1
|
NAMES OF REPORTING PERSONS
|
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||
SG Phoenix LLC (3)
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
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|||
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
OO
|
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|||
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||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
Delaware
|
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|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
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||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
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||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
0
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.00%
|
|
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|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
3
|
The co-managers of SG Phoenix LLC (“SG Phoenix”) are Mr. Sassower and Mr. Goren.
|
CUSIP No. 983950700
|
13D
|
(Page 4 of 14 Pages)
|
1
|
NAMES OF REPORTING PERSONS
|
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||
Andax LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
|
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|||
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|
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
43,879 (4)
|
|
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|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
43,879 (4)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
43,879 (4)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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||
0.40% (5)
|
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|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
00
|
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|||
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4
|
The manager of Andax LLC is Mr. Goren.
|
5
|
Based on 11,034,404 shares of common stock outstanding, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended December 31, 2017.
|
CUSIP No. 983950700
|
13D
|
(Page 5 of 14 Pages)
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Philip S. Sassower
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
|
|
|||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
268,249 (6)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,021,774 (7)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
268,249 (6)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,021,774 (7)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,290,023 (6)(7)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
11.41% (8)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
6
|
Consists of 268,249 shares of common stock that Mr. Sassower has the right to acquire under options exercisable within 60 days after July 5, 2018. Mr. Sassower disclaims any beneficial ownership of the securities owned by Phoenix Family Fund, except to the extent of his pecuniary interest, if any, in such securities.
|
7
|
Consists of 1,021,774 shares of common stock owned of record by Phoenix. Mr. Sassower is the co-manager of the managing member of Phoenix. Mr. Sassower disclaims any beneficial ownership of the securities owned by Phoenix except to the extent of his pecuniary interest, if any, in such securities.
|
8
|
Based on 11,034,404 shares of common stock outstanding, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended December 31, 2017.
|
CUSIP No. 983950700
|
13D
|
(Page 6 of 14 Pages)
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Andrea Goren
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
|
|
|||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
163,787 (9)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,021,799 (10)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
163,787 (9)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,021,799 (10)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,185,586 (9)(10)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
13.14% (11)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
9
|
Consists of (i) 1,659 shares of common stock owned of record by Andrea Goren, (ii) 43,879 shares of common stock owned of record by Andax, an entity in which Mr. Goren has sole voting and dispositive power and (iii) 118,249 shares of common stock that Mr. Goren has the right to acquire under options exercisable within 60 days after July 5, 2018. Mr. Goren disclaims any beneficial ownership of the securities owned by Andax, except to the extent of his pecuniary interest, if any, in such securities.
|
10
|
Consists of (i) 1,021,774 shares of common stock owned of record by Phoenix and (ii) 25 shares of common stock owned of record by Mr. Goren’s wife. Mr. Goren is the co-manager of the managing member of Phoenix. Mr. Goren disclaims any beneficial ownership of the securities owned by Phoenix and Ms. Goren, except to the extent of his pecuniary interest, if any, in such securities.
|
11
|
Based on 11,034,404 shares of common stock outstanding, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended December 31, 2017.
|
ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
ITEM 4. |
PURPOSE OF TRANSACTION
|
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER
|
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS
|
Joint Filing Agreement, dated as of July 5, 2018, among the Reporting Persons.
|
||
Tender and Support Agreement, dated as of July 5, 2018
|
||
Expense Reimbursement Agreement, dated as of July 5, 2018
|
Dated:
|
July 5, 2018
|
|
PHOENIX VENTURE FUND LLC
|
By:
|
SG Phoenix Ventures LLC, its Managing Member
|
By:
|
/s/ Philip S. Sassower
|
Name:
|
Philip S. Sassower
|
|
Title:
|
Managing Member
|
Dated:
|
July 5, 2018
|
||
SG PHOENIX LLC
|
|||
By:
|
/s/ Andrea Goren
|
Name:
|
Andrea Goren
|
|
Title:
|
Co-Manager
|
Dated:
|
July 5, 2018
|
||
ANDAX LLC
|
|||
By:
|
/s/ Andrea Goren
|
Name:
|
Andrea Goren
|
|
Title:
|
Managing Member
|
Dated:
|
July 5, 2018
|
||
By:
|
/s/ Philip S. Sassower
|
Philip S. Sassower
|
Dated:
|
July 5, 2018
|
||
By:
|
/s/ Andrea Goren
|
Andrea Goren
|
1 Year Xplore Technologies Corp (delisted) Chart |
1 Month Xplore Technologies Corp (delisted) Chart |
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