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.1)*

ParkerVision, Inc.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

701354102

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule

pursuant to which this Schedule is filed:

o       Rule 13d-1(b)

x       Rule 13d-1(c)

o       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).

(Continued on the Following Pages)

 

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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Gem Partners, LP

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH

REPORTING PERSON WITH

0

2,148,411

0

2,148,411

REPORTING PERSON

2,148,411

8.5%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Gem Investment Advisors, LLC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH

REPORTING PERSON WITH

0

2,148,411

0

2,148,411

REPORTING PERSON

2,148,411

8.5%

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Daniel M. Lewis

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH

REPORTING PERSON WITH

66,000

2,148,411

66,000

2,148,411

REPORTING PERSON

2,214,411

8.8%

IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

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This statement 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 4, 2008 and amends and supplements the Schedule 13G filed on March 28, 2007 (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, Advisors and Daniel M. 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.

Provide the following information regarding the aggregate number and

percentage of the class of securities of the issuer identified in Item 1.

(i) Gem Partners owns 2,148,411 shares of Common Stock.

(ii) Advisors, as the general partner of Gem Partners, beneficially owns the shares of Common Stock held by Gem Partners.

(iii) Mr. Lewis, as the controlling person of Advisors, is deemed to beneficially own the shares of Common Stock held by Gem Partners, and an additional 66,000 shares of Common Stock that he owns personally, for a total of 2,214,411 shares of Common Stock.

(iv) Collectively, the Reporting Persons beneficially own 2,214,411 shares of Common Stock.

(i) Gem Partners’ ownership of 2,148,411 shares of Common Stock represents 8.5% of all of the outstanding shares of Common Stock.

(ii) Advisors’ beneficial ownership of 2,148,411 shares of Common Stock represents 8.5% of all of the outstanding shares of Common Stock.

(iii) Mr. Lewis’s beneficial ownership of 2,214,411 shares of Common Stock represents 8.8% of all of the outstanding shares of Common Stock.

(iv) Collectively, the Reporting Persons’ beneficial ownership of 2,214,411 shares of Common Stock represents 8.8% of all of the outstanding shares of Common Stock.

 

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Mr. Lewis has the sole power to vote or direct the vote of the 66,000 shares of Common Stock held by him personally.

Gem Partners, Advisors and Mr. Lewis have shared power to vote or direct the vote of the 2,148,411 shares of Common Stock held by Gem Partners.

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.

Gem Partners, Advisors and Mr. Lewis have shared power to dispose or direct the disposition of the 2,148,411 shares of Common Stock held by Gem Partners.

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.

 

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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 4, 2008