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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

110 EAST 59TH STREET, SUITE 1901 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/16/2012
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/16/2012     P    10462   A $3.698   648305   (1) D    
Common Stock   11/19/2012     P    5426   A $3.60   653731   (1) D    
Common Stock   11/19/2012     P    0   A $0   2965564   I   See Footnote   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  Includes shares held of record by Phoenix Venture Fund LLC ("Phoenix") (1,781,071), Phoenix Enterprises Family Fund, LLC ("PEFF")(338,639) and SG Phoenix LLC ("SG")(24,524). Also includes (i) warrants to purchase shares of common stock exercisable within 60 days after November 16, 2012 held by Phoenix (86,000), Mr. Sassower (28,625), PEFF (23,048) and SG (26,875) and (ii) options to purchase shares of common stock exercisable with 60 days after November 16, 2012 held by Mr. Sassower (3,051). Mr. Sassower is the sole managing member of PEFF and a co-manager of Phoenix and SG, entities in which Mr. Sassower shares voting and dispositive power with another co-manager. Mr. Sassower disclaims any beneficial ownership of the shares held by PEFF, Phoenix and SG except to the extent of his pecuniary interest, if any, in such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SASSOWER PHILIP S
110 EAST 59TH STREET, SUITE 1901
NEW YORK, NY 10022 		X X Chairman & CEO
Phoenix Venture Fund LLC
110 EAST 59TH STREET, SUITE 1901
NEW YORK, NY 10022
X

Phoenix Enterprises Family Fund, LLC
110 EAST 59TH STREET, SUITE 1901
NEW YORK, NY 10022


Related Party
SG Phoenix LLC
110 EAST 59TH STREET, SUITE 1901
NEW YORK, NY 10022


Related Party

Signatures
/s/ Philip S. Sassower 11/19/2012
** Signature of Reporting Person Date

/s/ Phoenix Venture Fund LLC 11/19/2012
** Signature of Reporting Person Date

/s/ Phoenix Enterprises Family Fund, LLC 11/19/2012
** Signature of Reporting Person Date

/s/ SG Phoenix LLC 11/19/2012
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.