parker13ga-021610.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
Information
to be included in statements filed pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant
to 13d-2(b)
(AMENDMENT
NO.3)*
ParkerVision,
Inc.
(Name of
Issuer)
Common Stock, par value
$.01
(Title of
Class of Securities)
701354102
(CUSIP
Number)
December 31,
2009
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule
pursuant
to which this Schedule is filed:
[
] Rule 13d-1(b)
[x] Rule
13d-1(c)
[
] Rule 13d-1(d)
*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 disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the 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).
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
2,141,810
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
2,141,810
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
2,141,810
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
67,999
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
67,999
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
67,999
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Gem
Investment Advisors, LLC
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
2,209,809
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
2,209,809
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,209,809
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12. TYPE
OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
66,000
6. SHARED
VOTING POWER
2,209,809
7. SOLE
DISPOSITIVE POWER
66,000
8. SHARED
DISPOSITIVE POWER
2,209,809
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,275,809
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12. TYPE
OF REPORTING PERSON*
IN, HC
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
Amendment is filed with respect to the shares of common stock, $.01 par value
(the "Common Stock"), of ParkerVision, Inc. (“Issuer”) beneficially owned by the
Reporting Persons identified below as of February 11, 2010 and amends and
supplements the Schedule 13G filed on March 28, 2007, as previously amended
(collectively, the "Schedule 13G"). Except as set forth herein, the
Schedule 13G is unmodified.
The names
of the persons filing this statement on this Schedule 13G (collectively, the
“Reporting Persons”) are Gem Partners, LP (the “Gem Partners”), Flat Rock
Partners LP (“Flat Rock”), Gem Investment Advisors, LLC (“Advisors”) and Daniel
M. Lewis. Advisors is the general partner of Gem Partners and Flat
Rock. Mr. Lewis is the managing member of Advisors. Gem
Partners, Flat Rock, Advisors and Mr. Lewis expressly disclaim constituting a
group for purposes of Section 13(d) of the Act with respect to the shares of
Common Stock owned by Mr. Lewis personally.
ITEM
4. OWNERSHIP.
(a) Amount
beneficially owned:
(i) Gem
Partners owns 2,141,810 shares of Common Stock.
(ii) Flat
Rock owns 67,999 shares of Common Stock.
(iii)
Advisors, as the general partner of Gem Partners and Flat Rock, beneficially
owns the shares of Common Stock held by them.
(iv) Mr.
Lewis, as the controlling person of Advisors, is deemed to beneficially own the
shares of Common Stock held by Gem Partners and Flat Rock, and an additional
66,000 shares of Common Stock that he owns personally, for a total of 2,275,809
shares of Common Stock.
(v)
Collectively, the Reporting Persons beneficially own 2,275,809 shares of Common
Stock.
(i) Gem
Partners’ ownership of 2,141,810 shares of Common Stock represents 5.2% of all
of the outstanding shares of Common Stock.
(ii) Flat
Rock’s ownership of 67,999 shares of Common Stock represents 0.2% of all of the
outstanding shares of Common Stock.
(iii)
Advisors’ beneficial ownership of 2,209,809 shares of
Common Stock represents 5.4% of all of the outstanding shares of Common
Stock.
(iii) Mr.
Lewis’s beneficial ownership of 2,275,809 shares of Common Stock represents 5.5%
of all of the outstanding shares of Common Stock.
(v)
Collectively, the Reporting Persons’ beneficial ownership of 2,275,809 shares of
Common Stock represents 5.5% of all of the outstanding shares of Common
Stock.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote
Mr. Lewis
has the sole power to vote or direct the vote of the 66,000 shares of Common
Stock held by him personally.
(ii) Shared
power to vote or to direct the vote of shares of Common Stock:
Gem
Partners, Advisors and Mr. Lewis have shared power to vote or direct the vote of
the 2,141,810 shares of Common Stock held by Gem Partners.
Flat
Rock, Advisors and Mr. Lewis have shared power to vote or direct the vote of the
67,999 shares of Common Stock held by Flat Rock.
(iii) Sole
power to dispose or to direct the disposition of shares of Common
Stock:
Mr. Lewis
has the sole power to dispose or direct the disposition of the 66,000 shares of
Common Stock beneficially held by him personally.
(iv) Shared
power to dispose or to direct the disposition of shares of Common
Stock:
Gem
Partners, Advisors and Mr. Lewis have shared power to dispose or direct the
disposition of the 2,141,810 shares of Common Stock held by Gem
Partners.
Flat
Rock, Advisors and Mr. Lewis have shared power to dispose or direct the
disposition of the 67,999 shares of Common Stock held by Flat Rock.
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above 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 that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true,
complete, and correct.
Dated: February
16, 2010
GEM
PARTNERS, LP
By: Gem
Investment Advisors, LLC, as General Partner
By: /s/ Daniel M. Lewis
Daniel
M. Lewis, Managing Member
FLAT ROCK
PARTNERS LP
By: Gem
Investment Advisors, LLC, as General Partner
By: /s/ Daniel M. Lewis
Daniel
M. Lewis, Managing Member
GEM
INVESTMENT ADVISORS, LLC
By: /s/ Daniel M. Lewis
Daniel
M. Lewis, Managing Member
/s/
Daniel M. Lewis
Daniel M. Lewis