SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
NORRIS ELWOOD G

(Last) (First) (Middle)
1941 RAMROD AVENUE, #100

(Street)
HENDERSON NV 89014

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Parametric Sound Corp [ none ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/27/2010
4. If Amendment, Date of 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
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 09/27/2010 A 128,598(1) A $0(1) 128,598 D
Common Stock 09/27/2010 A 1,834,217(1) A $0(1) 1,834,217 I by family trust
Common Stock 09/27/2010 A 22,498(1) A $0(1) 22,498 I by personal investment company
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 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: 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
Warrant (right to buy) $0.1(2) 09/28/2010 A 200,000 09/28/2010 09/28/2015 Common Stock 200,000 $0 200,000 I by personal investment company
Warrant (right to buy) $0.1(2) 09/28/2010 A 338,000(3) 09/28/2010 09/28/2015 Common Stock 338,000 $0 338,000 I by Syzygy Licensing LLC
Explanation of Responses:
1. Securities result from pro rata distribution on September 27, 2010 of 100% of the Issuer's common stock in connection with the spin-off of the Issuer by LRAD Corporation. No value is assigned for the tax free dividend spin-off shares.
2. Warrants are exercisable at an exercise price based on the average closing price of the Issuer for the first 20 days of trading on the OTCBB but not less than $0.10 per share nor more than $0.30 per share.
3. Syzygy acquired 520,000 warrants in a purchase of notes and warrants from the Issuer approved by the Board of Directors and on the same terms as unaffiliated investors. Mr. Norris indirect pecuniary interest in the warrants held by Syzygy is 338,000.
/s/ James A Barnes as attorney in fact for Elwood G Norris 09/29/2010
** 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).
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POWER OF ATTORNEY
       Know all by these presents, that the undersigned
hereby constitutes and appoints James A. Barnes, signing
 singly, the undersigned's true and lawful
attorney-in-fact to:
1) execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer, director
 or beneficial owner of more than ten percent of any
 registered class of the securities of PARAMETRIC SOUND
 CORPORATION (the Company), or one or more of its
subsidiaries, SEC Form ID - Uniform Application for
Access Codes to File On EDGAR;
2) execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer,
director or beneficial owner of more than ten
percent of any registered class of the securities
 of the Company, Forms 3, 4 and 5 in accordance
 with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;
3) do and perform any and all acts for and on
behalf of the undersigned which may be necessary
 or desirable to complete and execute any such
Form ID or Form 3, 4 or 5 and file such form with
the United States Securities and Exchange Commission
 and any stock exchange or similar authority; and
4) take any other action of any type whatsoever
in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of
benefit to, and in the best interest of, or
legally required by, the undersigned.
       The undersigned hereby grants to each
 such attorney-in-fact full power and authority
 to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be
 done in the exercise of any of the rights and
powers herein granted, as fully to all intents
and purposes as the undersigned might or could do
 if personally present, with full power of substitution
 or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause
 to be done by virtue of this power of attorney and
rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities
 to comply with Section 16 of the Securities
Exchange Act of 1934.
       This Power of Attorney shall remain in full
 force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and
transactions in securities issued by the Company,
 unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing
attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be
executed as of this 27th day of September 2010.



/s/ ELWOOD G. NORRIS
Elwood G. Norris