ParkerVision, Inc.
PARKERVISION INC (Form: 4, Received: 09/04/2008 19:01:10)
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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response...
0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PARKER JEFFREY
2. Issuer Name and Ticker or Trading Symbol

PARKERVISION INC [ PRKR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

7915 BAYMEADOWS WAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

8/31/2008
(Street)

JACKSONVILLE, FL 32256
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   8/31/2008     M    6250   A   (2) 160347   D  
 
Common Stock   8/31/2008     F    1654   D $10.80   158693   D  
 
Common Stock                  48400   I   Shares owned by J-Parker Family Limited Partnership  
Common Stock                  2172584   I   Shares Owned by Jeffrey & Deborah Parker Jt Tenants in Common  
Common Stock                  69114   I   Shares Owned by children  
Common Stock                  75000   I   Family Trust, J Parker Trustee  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (2) 8/31/2008           6250      (1)   (1) Common Stock   6250     (2) 68750   D  
 

Explanation of Responses:
( 1)  The remaining RSUs vest in eleven quarterly increments through May 31, 2011. Vested shares will be delivered to the reporting person promptly after vesting.
( 2)  Each Restricted Stock Unit (RSU) entitles holder to one share of PRKR common stock upon vesting. The reporting person settled 6,250 RSUs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PARKER JEFFREY
7915 BAYMEADOWS WAY, SUITE 400
JACKSONVILLE, FL 32256
X X Chief Executive Officer

Signatures
/s/ Jeffrey Parker 9/4/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.