SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* POTASHNER KENNETH F (Last) (First) (Middle) C/O MAXWELL TECHNOLOGIES INC 9244 BALBOA AVE (Street) SAN DIEGO CA 92123 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/29/2011	3. Issuer Name and Ticker or Trading Symbol Parametric Sound Corp [ PAMT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

No securities are beneficially owned.

	/s/ James A Barnes as attorney-in-fact for Kenneth F Potashner	01/03/2012
	** 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 5 (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
attorney-in-fact, in serving in such capacity at the request
 of the undersigned, is 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 attorney-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 30th day of
December 2011.



/s/ KENNETH F. POTASHNER
Kenneth F. Potashner