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 PARAMETRIC SOUND CORPORATION, 13771 DANIELSON STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/27/2013
(Street)

POWAY, CA 92064		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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
Common Stock 12/27/2013   M   15,000 A $ 3.25 15,000 (1) D  
Common Stock 12/30/2013   M   10,000 A $ 3.25 25,000 (1) D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 3.25 12/27/2013   M     15,000 12/29/2011 12/29/2016 Common Stock 15,000 $ 0 350,000 D  
Stock Option (Right to Buy) $ 3.25 12/30/2013   M     10,000 12/29/2011 12/29/2016 Common Stock 10,000 $ 0 340,000 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
POTASHNER KENNETH F
C/O PARAMETRIC SOUND CORPORATION
13771 DANIELSON STREET
POWAY, CA 92064		   X     Executive Chairman  

Signatures

 /s/ James A Barnes as Attorney-in-Fact for Kenneth F Potashner   12/30/2013
**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) Pursuant to the terms of a Shareholder Agreement and Irrevocable Proxy dated August 5, 2013 between Mr. Potashner and VTB Holdings, Inc., a Delaware corporation (VTBH) these shares of common stock (and all shares beneficially owned) are subject to a lock-up restriction whereby Mr. Potashner has agreed not to sell or otherwise transfer the shares for a period of time ending six months following the closing of the planned Merger between a wholly-owned subsidiary of Parametric Sound Corporation and VTBH, subject to certain exceptions including certain possible tax obligations related to the Merger.
(2) Shares commenced vesting on December 29, 2011. Final 24,375 shares time vest on December 31, 2013, subject to the terms of the 2012 Stock Option Plan.

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