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 *
MAGINNESS CHARLES E
  2. Issuer Name and Ticker or Trading Symbol
PERFORMANCE TECHNOLOGIES INC \DE\ [PTIX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former Director
(Last)
(First)
(Middle)
140 CANAL VIEW BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014
(Street)

ROCHESTER, NY 14623
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, $.01 par value 02/19/2014   D(1)   507,995 (1) D (1) 0 D  
Common Stock, $.01 par value 02/19/2014   D(1)   93,247 (1) D (1) 0 I By Wife

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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
Non-Statutory Stock Option (Right to Buy) $ 2.69 02/19/2014   D(2)     10,000 (2) 05/21/2010   (2) Common Stock, $.01 par value 10,000 $ 0 0 D  
Non-Statutory Stock Option (Right to Buy) $ 2.6 (3) 02/19/2014   D(3)     10,000 (3) 05/20/2011 05/20/2015 Common Stock, $.01 par value 10,000 $ 0 0 D  
Non-Statutory Stock Option (Right to Buy) $ 2.03 (3) 02/19/2014   D(3)     10,000 (3) 06/09/2012 06/09/2016 Common Stock, $.01 par value 10,000 $ 0 0 D  
Non-Statutory Stock Option (Right to Buy) $ 1.96 (3) 02/19/2014   D(3)     10,000 (3) 05/24/2013 05/24/2017 Common Stock, $.01 par value 10,000 $ 0 0 D  
Non-Statutory Stock Option (Right to Buy) $ 1.36 (4) 02/19/2014   D(4)     10,000 (4) 02/19/2014 05/23/2018 Common Stock, $.01 par value 10,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MAGINNESS CHARLES E
140 CANAL VIEW BOULEVARD
ROCHESTER, NY 14623
      Former Director

Signatures

 /s/ Charles E. Maginness   02/19/2014
**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 the Agreement and Plan of Merger, dated as of December 12, 2013, among the Company, Sonus Networks, Inc., and Purple Acquisition Subsidiary, Inc. (the "Merger Agreement"), at the effective time of the merger on February 19, 2014, each share of Company common stock outstanding immediately prior to the effective time of the merger was converted into the right to receive $3.75 in cash.
(2) Pursuant to the terms of the Merger Agreement, prior to the closing of the merger, Mr. Maginness conditionally exercised this option, effective upon the closing of the merger on February 19, 2014. Mr. Maginness will receive a cash payment from the merger consideration equal to $3.75 for each share of common stock underlying the option, less the amount of the applicable exercise price of the option and any required tax withholdings.
(3) Pursuant to the terms of the Merger Agreement, this option will be assumed by Sonus and converted automatically into an option denominated in shares of Sonus common stock in an amount and at an exercise price determined by the formula set forth in the Merger Agreement, and will remain subject to the terms and conditions substantially identical to those in effect at the effective time of the merger as provided in the applicable Company stock plan and/or stock option agreement.
(4) Pursuant to the terms of the Merger Agreement, this option, which automatically accelerated in full at the effective time of the merger, will be assumed by Sonus and converted automatically into an option denominated in shares of Sonus common stock in an amount and at an exercise price determined by the formula set forth in the Merger Agreement, and will remain subject to the terms and conditions substantially identical to those in effect at the effective time of the merger as provided in the applicable Company stock plan and/or stock option agreement.

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