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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Gemini Israel Funds Ltd.
  2. Issuer Name and Ticker or Trading Symbol
UNITY WIRELESS CORP [UTWY.OB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
9 HAMENOFIM STREET
3. Date of Earliest Transaction (Month/Day/Year)
12/13/2006
(Street)

HERZLIYA PITUACH, L3 46725
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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
Warrants (1) $ 0.2 12/13/2006   S     970,917 11/24/2006 08/17/2009 Common Stock 970,917 (2) 0 I By Gemini Israel Funds (8)
Warrants (1) $ 0.22 12/13/2006   S     970,917 11/24/2006 08/17/2009 Common Stock 970,917 (2) 0 I By Gemini Israel Funds (8)
Warrants (1) $ 0.27 12/13/2006   S     970,917 11/24/2006 08/17/2009 Common Stock 970,917 (2) 0 I By Gemini Israel Funds (8)
Warrants (1) $ 0.3 12/13/2006   S     970,917 11/24/2006 08/17/2009 Common Stock 970,917 (2) 0 I By Gemini Israel Funds (8)
8% Secured Convertible Debentures (3) $ 0.09 12/13/2006   P   576,933   12/13/2006 12/13/2009 Common Stock 576,933 (3) 576,933 I By Gemini Israel Funds (8)
Warrants (3) $ 0.1 12/13/2006   P   288,467   12/13/2006 12/13/2011 Common Stock 288,467 (3) 288,467 I By Gemini Israel Funds (8)
Warrants (4) $ 0.1 12/13/2006   P   3,883,668   12/13/2006 12/13/2011 Common Stock 3,883,668 (2) 3,883,668 I By Gemini Israel Funds (8)
Warrants (1) $ 0.2 12/13/2006   S     8,808 11/24/2006 08/17/2009 Common Stock 8,808 (2) 0 I By GPI (5)
Warrants (1) $ 0.22 12/13/2006   S     8,808 11/24/2006 08/17/2009 Common Stock 8,808 (2) 0 I By GPI (5)
Warrants (1) $ 0.27 12/13/2006   S     8,808 11/24/2006 08/17/2009 Common Stock 8,808 (2) 0 I By GPI (5)
Warrants (1) $ 0.3 12/13/2006   S     8,808 11/24/2006 08/17/2009 Common Stock 8,808 (2) 0 I By GPI (5)
8% Secured Convertible Debentures (6) $ 0.09 12/13/2006   P   5,233   12/13/2006 12/13/2009 Common Stock 5,233 (6) 5,233 I By GPI (5)
Warrants (6) $ 0.1 12/13/2006   P   2,617   12/13/2006 12/13/2009 Common Stock 2,617 (6) 2,617 I By GPI (5)
Warrants (7) $ 0.1 12/13/2006   P   35,232   12/13/2006 12/13/2009 Common Stock 35,232 (2) 35,232 I By GPI (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gemini Israel Funds Ltd.
9 HAMENOFIM STREET
HERZLIYA PITUACH, L3 46725
    X    
GEMINI PARTNERS INVESTORS L.P.
9 HAMENOFIM STREET
HERZLIYA PITUACH, L3 46725
    X    
GEMINI CAPITAL ASSOCIATES LIMITED PARTNERSHIP
9 HAMENOFIM STREET
HERZLIYA PITUACH, L3 46725
    X    
GEMINI ISRAEL II PARALLEL FUND LP /NY
9 HAMENOFIM STREET
HERZLIYA PITUACH, L3 46725
    X    
Advent PGGM Gemini Limited Partnership
9 HAMENOFIM STREET
HERZLIYA PITUACH, L3 46725
    X    
Gemini Israel II Limited Partnership
9 HAMENOFIM STREET
HERZLIYA PITUACH, L3 46725
    X    

Signatures

 By: /s/ Yossi Sela   12/25/2006
**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) In connection with the issuance of the 8% Secured Convertible Debentures reported under this Form 4 (see footnote 3 below), the exercise price of these warrants was reduced (from prices ranging from $020 to $0.30 per share) to $0.10 per share and the expiration date of these securities was extended from 8/17/2009 to 12/13/2011, for no additional consideration. Consequently, these warrants may be deemed disposed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended and these warrants (as amended) are reported in this Form 4 as acquired as set forth in the line items that conespond to footnote 5 of Table I.I.
(2) Not applicable.
(3) Gemini Israel Funds acquired the 8% Secured Convertible Debentures, which mature on 12/13/2009, in consideration for $51,924, in the aggregate, which reflects a $51,924 face amount for the Debentures (or approximately $0.09 per share), The 8% Secured Convertible Debentures are convertible into shares of common stock by dividing the principal amount and interest accrued thereon by the conversion price. Consequently, the figure above (576,933 shares) may generally increase until the full repayment of the debentures. As part of the transaction, the Issuer issued the warrants for no additional consideration.
(4) As described in footnote 1 above, these warrants may be deemed acquired due to the change of their terms as part of the transaction described in footnote 3 above.
(5) Gemini Partners Investors LP("GPI") is a partnership. The securities are held directly by GPI.
(6) GPI acquired the 8% Secured Convertible Debentures, which mature on 12/13/2009, in consideration for $471 in the aggregate, which reflects a $471 face amount for the Debentures (or approximately $0.09 per share). The 8% Secured Convertible Debentures are convertible into shares of common stock by dividing the principal amount and interest accrued thereon by the conversion price. Consequently, the figure above (5,233 shares) may generally increase until the full repayment of the debentures. As part of the transaction, the Issuer issued the warrants for no additional consideration.
(7) As described in footnote 1 above, these warrants may be deemed acquired due to the change of their tern= as part of the transaction described in footnote 6 above.
(8) Gemini Israel Funds Ltd. ("Gemini Israel Funds ") is the general partner of Gemini Capital Associates LP which is the general paftner of Gemini Israel II Parallel Fund LP and Advent PGGM Gemini LP. Gemini Israel Funds Ltd. ("Gemini Israel Funds ") is the general partner of Gemini Israel fl LP. The securities are held directly by each one of the funds.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.