Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
ParkerVision, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
701354102
(CUSIP Number)
June 3, 2011
(Date of Event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
q Rule 13d-1(b)
þ Rule 13d-1(c)
q Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAME OF REPORTING PERSON
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Sabra ICG, LLC
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
27-0901060
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) q
(b) q
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
4,263,678 (See Item 4)
6. SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
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4,263,678 (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,263,678 (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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7.2%
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12.
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TYPE OF REPORTING PERSON
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HC
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1.
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NAME OF REPORTING PERSON
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Socius CG II, Ltd.
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
N/A
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) q
(b) q
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
4,263,678 (See Item 4)
6. SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
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4,263,678 (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,263,678 (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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7.2%
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12.
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TYPE OF REPORTING PERSON
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OO
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1.
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NAME OF REPORTING PERSON
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Socius Capital Group, LLC
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
27-1051956
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) q
(b) q
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
4,263,678 (See Item 4)
0
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7.
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SOLE DISPOSITIVE POWER
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4,263,678 (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,263,678 (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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7.2%
12. TYPE OF REPORTING PERSON
HC
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1.
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NAME OF REPORTING PERSON
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Terren S. Peizer
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) q
(b) q
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
4,263,678 (See Item 4)
0
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7.
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SOLE DISPOSITIVE POWER
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4,263,678 (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,263,678 (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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7.2%
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12.
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TYPE OF REPORTING PERSON
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IN
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1.
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NAME OF REPORTING PERSON
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Patricia Peizer
IRS IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) q
(b) q
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
4,263,678 (See Item 4)
0
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7.
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SOLE DISPOSITIVE POWER
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4,263,678 (See Item 4)
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,263,678 (See Item 4)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: q
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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7.2%
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12.
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TYPE OF REPORTING PERSON
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IN
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ITEM 1 (a)
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Name of Issuer:
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ParkerVision, Inc.
(b) Address of Issuer’s Principal Executive Offices:
7915 Baymeadows Way, Suite 400
Jacksonville, Florida 32256
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ITEM 2 (a)
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Name of Person Filing:
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This statement is filed by Terren S. Peizer, Patricia Peizer, and Sabra ICG, LLC with respect to shares of common stock of the issuer beneficially owned by Sabra ICG, LLC; by Terren S. Peizer, Patricia Peizer, Sabra ICG, LLC, and Socius Capital Group, LLC with respect to shares beneficially owned by Socius CG II, Ltd.; and by Socius CG II, Ltd. with respect to shares beneficially owned by it.
(b) Address of Principal Business Office, or, if None, Residence:
The address of the principal business office of Socius CG II, Ltd. is:
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
The address of the principal business office of Sabra ICG, LLC, Socius Capital Group, LLC, Mr. Peizer and Ms. Peizer is: 11150 Santa Monica Boulevard, Suite 1500, Los Angeles, CA 90025.
(c) Citizenship:
Socius CG II, Ltd. is a Bermuda exempted company.
Socius Capital Group, LLC is a Delaware limited liability company.
Sabra ICG, LLC is a California limited liability company.
Mr. Peizer and Ms. Peizer are United States citizens.
(d) Title of Class of Securities:
Common Stock, $0.01 par value per share.
(e) CUSIP NUMBER:
701354102
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ITEM 3:
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If this Statement if Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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q
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a.
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Broker or dealer registered under Section 15 of the Exchange Act.
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q
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b.
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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q
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c.
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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q
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d.
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Investment company registered under Section 8 of the Investment Company Act.
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q
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e.
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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q
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f.
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
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q
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g.
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
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q
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h.
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
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q
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i.
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
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q
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j.
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: See item 9 of cover pages.
(b) Percent of class: See item 11 of cover pages.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
See items 5-8 of cover pages.
617,284 of the shares were obtained by Socius CG II, Ltd. (“Socius CG”) pursuant to a Securities Purchase Agreement, dated March 24, 2011 (“Agreement”), between the issuer and Socius CG, 2,137,572 of the shares were obtained by Socius CG in open market purchases, and 185,186 of the shares are obtainable upon exercise of a Common Stock Purchase Warrant, dated March 30, 2011 (“Warrant”) issued to Socius CG by the issuer, for a total of 2,940,042 shares held by Socius CG. 1,323,636 of the shares were obtained by Sabra ICG, LLC (“Sabra”) in open market purchases. The Warrant is exercisable on or after September 30, 2011, subject to certain conditions contained therein including that, subsequent to exercise, Socius CG and its affiliates shall not beneficially own in excess of 4.999% of the issuer’s outstanding common stock.
For purposes of calculating the percent of class, the reporting persons have assumed that there were a total of 59,001,958 shares of common stock outstanding on May 9, 2011, as reported in the issuer’s Quarterly Report on Form 10-Q, such that 4,263,678 shares of common stock represent approximately 7.2% of the class subsequent to such issuance.
Voting and dispositive power with respect to the shares held by Sabra is exercised by Terren S. Peizer, its Managing Director. Voting and dispositive power with respect to the shares held by Socius CG is exercised by Ward Jensen, its Vice President-Trading. None of Sabra, Socius Capital Group, LLC (“Socius Capital”), or Socius CG is a registered broker-dealer or an affiliate of a registered broker-dealer.
Socius Capital, Mr. Peizer and Ms. Peizer directly own no shares of the issuer. Mr. Peizer is the sole Managing Director of Sabra, Socius Capital and Socius CG. Ms. Peizer is the sole ultimate beneficial owner of Sabra and Socius Capital. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, (a) Mr. Peizer and/or Ms. Peizer may be deemed to beneficially own and/or control the shares owned by Sabra, and (b) Sabra, Socius Capital, Mr. Peizer and/or Ms. Peizer may be deemed to beneficially own and/or control the shares owned by Socius CG. Socius Capital and Mr. Peizer disclaim beneficial ownership and control, and Ms. Peizer disclaims control, of any securities covered by this statement.
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ITEM 5:
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following box: q
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ITEM 6:
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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ITEM 7:
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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See Exhibit 1.
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ITEM 8:
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Identification and Classification of Members of the Group.
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Not Applicable.
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ITEM 9:
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Notice of Dissolution of Group.
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Not Applicable.
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: June 3, 2011
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SOCIUS CG II, LTD. |
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Dated: June 3, 2011
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SOCIUS CAPITAL GROUP, LLC |
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Dated: June 3, 2011
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SABRA ICG, LLC |
EXHIBIT INDEX TO SCHEDULE 13G
EXHIBIT 1
Exhibit Stating Identity of Relevant Subsidiary per Item 7 of Schedule 13G
EXHIBIT 2
Joint Filing Agreement among Socius CG II, Ltd., Socius Capital Group, LLC, Sabra ICG, LLC, Terren S. Peizer and Patricia Peizer
Exhibit 1
Socius CG II, Ltd. is a subsidiary of Socius Capital Group, LLC
Socius Capital Group, LLC is a subsidiary of Sabra ICG, LLC
Exhibit 2
JOINT FILING AGREEMENT
This Joint Filing Agreement, entered into and effective as of June 3, 2011, is made by and among Socius CG II, Ltd., Socius Capital Group, LLC, Sabra ICG, LLC, Terren S. Peizer and Patricia Peizer (each, a “Filer” and, collectively, the “Filers”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Each of the Filers hereby acknowledges and agrees that the foregoing statement on Schedule 13G is filed on behalf of each of the Filers and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the Filers without the necessity of filing additional joint filing agreements. Each Filer acknowledges that such Filer shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such Filer contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any of the other Filers, except to the extent that such Filer knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
This Joint Filing Agreement may be terminated by any of the Filers upon written notice to the other Filers.
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Dated: June 3, 2011
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SOCIUS CG II, LTD. |
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Dated: June 3, 2011
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SOCIUS CAPITAL GROUP, LLC |
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Dated: June 3, 2011
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SABRA ICG, LLC |