SEC Form 4 · accession 0001179110-15-015148
XTERA COMMUNICATIONS, INC. · XCOM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen M Dow
10% Owner · Other
Charles H Phipps
10% Owner · Other
John V Jaggers
10% Owner · Other
Stephen L Domenik
10% Owner · Other
Jackie R Kimzey
10% Owner · Other
Period of report
Nov 17, 2015
Accepted (ET)
Nov 18, 2015 · 9:12 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,F9 | Nov 17, 2015 | C | 1,010,984 | $0.00 | A | 1,010,984 | I | See Footnote |
| Common StockF3,F9 | Nov 17, 2015 | P | 200,000 | $5.00 | A | 1,210,984 | I | See Footnote |
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 StockF1,F4,F9 | — | Nov 17, 2015 | C | 14,188,641 | D | — | — | Common Stock | 545,718 | 0 | I |
| Series B-3 Preferred StockF1,F5,F9 | $1,113.00 | Nov 17, 2015 | C | 28,898 | D | — | — | Common Stock | 1,113 | 0 | I |
| Series C-3 Preferred StockF1,F6,F9 | — | Nov 17, 2015 | C | 2,430,880 | D | — | — | Common Stock | 93,498 | 0 | I |
| Series D-3 Preferred StockF1,F7,F9 | — | Nov 17, 2015 | C | 3,496,724 | D | — | — | Common Stock | 134,491 | 0 | I |
| Series E-3 Preferred StockF1,F8,F9 | — | Nov 17, 2015 | C | 3,412,497 | D | — | — | Common Stock | 131,251 | 0 | I |
Explanation of responses
- F1Each share of 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-1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.
- F2Total of 1,010,984 represents 973,384 shares owned directly by Sevin Rosen Fund VII L.P. ("SRFVII"), 37,403 shares owned directly by Sevin Rosen VII Affiliates Fund L.P. ("SRVII AFF") and 197 shares owned directly by Sevin Rosen Bayless Management Company ("SRBMC"). Reporting Person is a general partner of SRB Associates VII L.P. ("SRBA VII), the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and as such is deemed to have shared voting and dispositive power of the shares owned directly by SRBMC and disclaims beneficial ownership with no pecuniary interest in these shares.
- F3Total of 1,210,984 represents 1,165,984 shares owned directly by SRFVII and 44,803 shares owned directly by SRVII AFF and 197 shares owned directly by SRBMC. SRBA VII is the general partner of SRFVII and SRVII AFF and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest.
- F4Total of 545,718 represents 525,526 shares owned directly by SRFVII and 20,192 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest
- F5Total of 1,113 represents 1,071 shares owned directly by SRFVII and 42 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
- F6Total of 93,498 represents 89,852 shares owned directly by SRFVII, 3,453 shares owned directly by SRVII AFF, and 193 shares owned directly by SRBMC. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over the shares owned directly by SRFVII and SRVII AFF. SRBAVII disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF except to the extent of its pecuniary interest.
- F7Total of 134,491 represents 129,514 shares owned directly by SRFVII and 4,977 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
- F8Total of 131,251 represents 126,394 shares owned directly by SRFVII and 4,857 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
- F9John V. Jaggers ("Jaggers"), Stephen L. Domenik ("Domenik"), Stephen L. Dow ("Dow"), Jackie R. Kimzey ("Kimzey") and Charles H. Phipps ("Phipps") are general partners of SRBA VII, the general partner of SRFVII and SRVII AFF, and in that capacity have shared voting and dispositive power of the shares owned directly by SRFVII and SRVII AFF and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Jaggers, Domenik, Dow, Kimzey and Phipps are directors of SRBMC and are deemed to have shared voting and dispositive power of the shares owned directly by SRBMC and disclaim beneficial ownership with no pecuniary interest in these shares.