SEC Form 4 · accession 0000899243-15-008426
XTERA COMMUNICATIONS, INC. · XCOM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clinton Bybee
Director · 10% Owner
Period of report
Nov 17, 2015
Accepted (ET)
Nov 18, 2015 · 6:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001122051
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F8,F9,F10 | Nov 17, 2015 | C | 1,564,745 | — | A | 1,885,090 | I | By ARCH entities |
| Common StockF2,F3,F8,F9,F10 | Nov 17, 2015 | P | 300,000 | $5.00 | A | 1,885,090 | I | By ARCH Venture Fund VI, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-3 Preferred StockF4,F8,F9,F10,F1 | — | Nov 17, 2015 | C | 6,791,194 | D | — | — | Common Stock | 261,202 | 0 | I |
| Series B-3 Preferred StockF5,F8,F9,F10,F1 | — | Nov 17, 2015 | C | 5,779,878 | D | — | — | Common Stock | 222,305 | 0 | I |
| Series C-3 Preferred StockF6,F8,F9,F10,F1 | — | Nov 17, 2015 | C | 2,245,733 | D | — | — | Common Stock | 86,376 | 0 | I |
| Series D-3 Preferred StockF7,F8,F9,F10,F1 | — | Nov 17, 2015 | C | 2,488,215 | D | — | — | Common Stock | 95,704 | 0 | I |
| Series E-3 Preferred StockF8,F9,F10,F1 | — | Nov 17, 2015 | C | 23,378,104 | D | — | — | Common Stock | 899,158 | 0 | I |
Explanation of responses
- F1The Series A-3 Preferred Stock, Series B-3 Preferred Stock, Series C-3 Preferred Stock, Series D-3 Preferred Stock, and Series E-3 Preferred Stock converted into Common Stock on a 26-for-one basis and had no expiration date.
- F10(Continued from footnote 9) The managing directors of AVP VI LLC are Keith Crandell, Clinton W. Bybee and Robert Nelsen, and as such, they may be deemed to have shared voting and dispositive power over the shares held by AVF VI. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership in such shares, except to the extent of any pecuniary interest therein.
- F2Total gives effect to all transactions reported on this Form.
- F3Amount in Column 5 consists of 1,283 shares held by ARCH Entrepreneurs Fund, L.P. ("AEF"), 60,477 shares held by ARCH Venture Fund III, L.P. ("AVF III"), 66,806 shares held by ARCH Venture Fund IV, L.P. ("AVF IV"), 36,121 shares held by ARCH Venture Fund IV A, L.P. ("AVF IVA"), and 1,720,403 shares held by ARCH Venture Fund VI, L.P. ("AVF VI LP").
- F4Consists of 699 shares held by AEF, 25,504 shares held by AVF III, 36,943 shares held by AVF IV, 20,650 shares held by AVF IVA, and 177,406 shares held by AVF VI LP.
- F5Consists of 255 shares held by AEF, 12,609 shares held by AVF III, 13,269 shares held by AVF IV, 7,126 shares held by AVF IVA, and 189,046 shares held by AVF VI LP.
- F6Consists of 109 shares held by AEF, 4,324 shares held by AVF III, 5,696 shares held by AVF IV, 3,151 shares held by AVF IVA, and 73,096 shares held by AVF VI LP.
- F7Consists of 179 shares held by AEF, 7,127 shares held by AVF III, 9,389 shares held by AVF IV, 5,194 shares held by AVF IVA, and 73,815 shares held by AVF VI LP.
- F8The sole general partner of AVF III is ARCH Venture Partners, LLC ("AVP LLC"), which may be deemed to beneficially own the shares held by AVF III. AVP LLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of AVP LLC are Keith Crandell, Clinton W. Bybee (who is on the Board of Directors of the Issuer), Steven Lazarus and Robert Nelsen, and as such, they may be deemed to have shared voting and dispositive power over the shares held by AVF III. Messrs. Crandell, Bybee, Lazarus and Nelsen disclaim beneficial ownership in such shares, except to the extent of any pecuniary interest therein. The sole general partner of AVF IV, AVF IVA and AEF is ARCH Venture Partners IV, LLC ("AVP IV LLC"), which may be deemed to beneficially own the shares held by AVF IV, AVF IVA and AEF. AVP IV LLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- F9(Continued from footnote 8) The managing directors of AVP IV LLC are Keith Crandell, Clinton W. Bybee, Steven Lazarus and Robert Nelsen, and as such, they may be deemed to have shared voting and dispositive power over the shares held by AVF IV, AVF IVA, and AEF. Messrs. Crandell, Bybee, Lazarus and Nelsen disclaim beneficial ownership in such shares, except to the extent of any pecuniary interest therein. The sole general partner of AVF VI is ARCH Venture Partners VI, L.P. ("AVP VI LP"), which may be deemed to beneficially own the shares held by AVF VI. The sole general partner of AVP VI LP is ARCH Venture Partners VI, LLC ("AVP VI LLC"), which may be deemed to beneficially own the shares held by AVF VI. AVP VI LP and AVP VI LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.