SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
ParkerVision, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
701354102
(CUSIP Number)
August 30, 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:
| Rule 13d-1(b) |
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X | Rule 13d-1(c) |
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| 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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 701354102 | 13G | Page 2 of 8 Pages |
1
| NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Knoll Capital Management, LP | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||||
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| (b) | X |
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| Joint Filer | ||||
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| SEC USE ONLY | ||||
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| CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF | 5 | SOLE VOTING POWER 0 | |||
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 1,625,917 | |||
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | |||
WITH
| 8 | SHARED DISPOSITIVE POWER 1,625,917 | |||
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| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,625,917 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
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| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.46% | ||||
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| TYPE OF REPORTING PERSON* PN |
CUSIP No. 701354102 | 13G | Page 3 of 8 Pages |
1
| NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Fred Knoll | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||||
| (a) |
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| (b) | X |
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| Joint Filer | ||||
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| SEC USE ONLY | ||||
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| CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||||
NUMBER OF | 5 | SOLE VOTING POWER 0 | |||
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 1,625,917 | |||
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | |||
WITH
| 8 | SHARED DISPOSITIVE POWER 1,625,917 | |||
9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,625,917 | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
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| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.46% | ||||
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| TYPE OF REPORTING PERSON* IN |
CUSIP No. 701354102 | 13G | Page 4 of 8 Pages |
Item 1(a).
Name of Issuer
ParkerVision, Inc. (the Issuer)
Item 1(b).
Address of Issuers Principal Executive Offices
7915 Baymeadows Way
Suite 400
Jacksonville, Florida 32256
Item 2(a).
Name of Person Filing
Knoll Capital Management LP (KCMLP)
Fred Knoll (Knoll)
Item 2(b)
Address of Principal Business Office or, if None, Residence
The principal business address for each of KCMLP and Knoll is 666 Fifth Avenue, Suite 3702, New York, New York 10103.
Item 2(c)
Citizenship
KCMLP is a Limited Partnership formed and existing under the laws of the State of Delaware.
Knoll is a citizen of the United States.
Item 2(d)
Title of Class of Securities
This statement on Schedule 13G is being filed with respect to Common Stock, $0.01 par value per share (the Common Stock) of the Issuer.
Item 2(e)
CUSIP Number
701354102
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
(a) |
| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
| An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
| An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
| A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the |
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| Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
| Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
CUSIP No. 701354102 | 13G | Page 5 of 8 Pages |
Item 4.
Ownership.
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:
As of the date of this filing:
Each of KCMLP and Knoll beneficially own 1,625,917 shares of the Issuers Common Stock consisting of (i)1,018,817 shares of the Issuers Common Stock owned by Europa International, Inc. (Europa); (ii) immediately exercisable Warrants to purchase 16,667 shares of the Issuers Common Stock owned by Europa; (iii) 573,766 shares of the Issuers Common Stock owned by Knoll Capital Fund II Master Fund, Ltd. (the Knoll Fund); and (iv) immediately exercisable Warrants to purchase 16,667 shares of the Issuers Common Stock owned by the Knoll Fund. KCMLP is the investment manager of Europa and a manager of KOM Capital Management, LLC (KOM), the investment manager of the Knoll Fund. Knoll is the President of KCMLP.
(b)
Percent of class:
As of the date of this filing (taking into consideration that 25,139,942 shares of the Issuers Common Stock are issued and outstanding as reported in the Issuers 10-Q for the quarter ended September 30, 2007 as filed with the Securities and Exchange Commission on November 5, 2007):
The 1,625,917 shares of the Issuers Common Stock beneficially owned by each of KCMLP and Knoll constitutes 6.46% of the shares of the Issuers Common Stock outstanding.
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote:
Not Applicable.
(ii)
Shared power to vote or to direct the vote:
KCMLP and Knoll share the power to vote or direct the vote of those shares of Common Stock owned by Europa and the Knoll Fund.
(iii)
Sole power to dispose or to direct the disposition of:
Not Applicable.
(iv)
Shared power to dispose or to direct the disposition of:
KCMLP and Knoll share the power to dispose of or direct the disposition of those shares of Common Stock owned by Europa and the Knoll Fund.
The 1,625,917 shares of the Common Stock of the Issuer covered by this Schedule 13G are beneficially owned by KCMLP as the investment manager for (i) Europa, an equity fund which directly beneficially owns on the date hereof, 1,035,484 shares of the Issuers Common Stock (which includes immediately exercisable Warrants to purchase 16,667 shares of the Issuers Common Stock); and (ii) The Knoll Fund, an equity fund which directly beneficially owns on the date hereof, 590,433 shares of the Issuers Common Stock (which includes immediately exercisable Warrants to purchase 16,667 shares of the Issuers Common Stock).
CUSIP No. 701354102 | 13G | Page 6 of 8 Pages |
Item 5.
Ownership of Five Percent or Less of a Class.
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 [ ].
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
As set forth in Item 4(c), the shares of Common Stock covered by this Schedule 13G are owned by persons other than KCMLP and Knoll, none of whom holds five percent or more of the securities reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certification
(a)
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
By signing below I certify that, to the best of my 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.
CUSIP No. 701354102 | 13G | Page 7 of 8 Pages |
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.
Dated: February 8, 2008 |
| KNOLL CAPITAL MANAGEMENT, LP | |
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| By: | /s/ Fred Knoll |
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| Name: | Fred Knoll |
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| Title: | President |
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Dated: February 8, 2008 |
| By: | /s/ Fred Knoll |
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| Fred Knoll |
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CUSIP No. 701354102 | 13G | Page 8 of 8 Pages |
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: February 8, 2008 |
| KNOLL CAPITAL MANAGEMENT, LP | |
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| By: | /s/ Fred Knoll |
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| Name: | Fred Knoll |
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| Title: | President |
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Dated: February 8, 2008 |
| By: | /s/ Fred Knoll |
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| Fred Knoll |
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