SEC Form 4 · accession 0001179110-15-015151

XTERA COMMUNICATIONS, INC. · XCOM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jon W Bayless

Director · 10% Owner

Period of report

Nov 17, 2015

Accepted (ET)

Nov 18, 2015 · 9:13 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 Stock^F1,F2	Nov 17, 2015	C	1,125,118	$0.00	A	1,125,118	I	See Footnote
Common Stock^F1	Nov 17, 2015	C	114,134	$0.00	A	114,134	D
Common Stock^F3	Nov 17, 2015	P	200,000	$5.00	A	1,325,118	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-3 Preferred Stock^F1,F4	—	Nov 17, 2015	C	14,971,150	D	—	—	Common Stock	575,815	I
Series B-3 Preferred Stock^F1,F5	—	Nov 17, 2015	C	28,898	D	—	—	Common Stock	1,113	I
Series C-3 Preferred Stock^F1,F6	—	Nov 17, 2015	C	2,515,380	D	—	—	Common Stock	96,748	I
Series D-3 Preferred Stock^F1,F7	—	Nov 17, 2015	C	3,665,827	D	—	—	Common Stock	140,995	I
Series E-3 Preferred Stock^F1,F8	—	Nov 17, 2015	C	5,091,835	D	—	—	Common Stock	195,841	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 1,125,118 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"), 197 shares owned directly by Sevin Rosen Bayless Management Company ("SRBMC") and 114,134 shares owned directly by Jon W. Bayless ("Bayless"). 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 1,325,118 represents 1,165,984 shares owned directly by SRFVII, 44,803 shares owned directly by SRVII, 197 shares owned directly by SRBMC and 114,134 shares owned directly by Bayless. Reporting Person is a general partner of SRBAVII, 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.
F4Total of 575,815 represents 525,526 shares owned directly by SRFVII, 20,192 shares owned directly by SRVII AFF and 30,097 shares owned directly by Bayless. Reporting Person is a general partner of 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 the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.
F5Total of 1,113 represents 1,071 shares owned directly by SRFVII, and 42 shares owned directly by SRVII AFF. Reporting Person is a general partner of 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 the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.
F6Total of 96,748 represents 89,852 shares owned directly by SRFVII, 3,453 shares owned directly by SRVII AFF, 193 shares owned directly by SRBMC, and 3,250 shares owned directly by Bayless. Reporting Person is a general partner of 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
F7Total of 140,995 represents 129,514 shares owned directly by SRFVII, 4,977 shares owned directly by SRVII AFF, and 6,504 shares owned directly by Bayless. Reporting Person is a general partner of 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 the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.
F8Total of 195,841 represents 126,394 shares owned directly by SRFVII, 4,857 shares owned directly by SRVII AFF, and 64,590 shares owned directly by Bayless. Reporting Person is a general partner of 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 the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.