Edgar Filing: POTASHNER KENNETH F

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

POTASHNER KENNETH F

2. Issuer Name and Ticker or Trading Symbol
Parametric Sound Corp [PAMT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Chairman

(Last)

(First)

(Middle)

C/O MAXWELL TECHNOLOGIES INC, 9244 BALBOA AVE

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2011

(Street)

SAN DIEGO, CA 92123

4. If Amendment, Date Original Filed(Month/Day/Year)
01/03/2012

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 3.25 ⁽¹⁾

12/29/2011

10,000 ⁽¹⁾ ⁽³⁾

12/31/2011

12/29/2016

Common Stock

10,000 ⁽¹⁾

$ 0

10,000

Stock Option (Right to Buy)

$ 3.25 ⁽¹⁾

12/29/2011

390,000 ⁽¹⁾ ⁽²⁾

12/29/2011⁽²⁾

12/29/2016

Common Stock

390,000 ⁽²⁾

$ 0

390,000 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
POTASHNER KENNETH F C/O MAXWELL TECHNOLOGIES INC 9244 BALBOA AVE SAN DIEGO, CA 92123	X		Executive Chairman

Signatures

/s/ James A Barnes as Attorney-in-Fact for Kenneth F. Potashner		04/04/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	All shares and exercise prices reflect a 1 for 5 reverse stock split effected by the Company on March 21, 2012.
(2)	On April 3, 2012 the vesting for these options was modified from 10% at grant and the balance over two years (each calendar quarter) to a new vesting schedule of 10% at grant (41,000 vested), 154,000 vesting on April 3, 2012, 195,000 vesting quarterly over eight calendar quarters commencing March 31, 2012 and 20,000 on performance. The 20,000 vesting on performance are not considered derivative securities for purposes of Section 16 and accordingly the grant total as amended has been reduced from 410,000 to 390,000 (giving effect to the reverse stock split).
(3)	Options vest over eight calendar quarters with first 12.5% vested on December 31, 2011, subject to the terms of the 2012 Stock Plan and option agreement. There was no modification to this option grant.
Remarks: Amended filing to reflect modification of vesting on April 3, 2012 to previously granted stock option.

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