SEC Form 4 · accession 0000905718-18-000860
XERIUM TECHNOLOGIES INC · XRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Oct 17, 2018
Accepted (ET)
Oct 17, 2018 · 4:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001287151
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2,F3 | Oct 17, 2018 | J | 2,064,452 | $13.50 | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction and amount represents the conversion of outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), of Xerium Technologies, Inc. (the "Company") into the right to receive $13.50 per share in connection with the merger of the Company with an indirect wholly owned subsidiary of Andritz AG on October 17, 2018, pursuant to an Agreement and Plan of Merger dated June 24, 2018.
- F2The Reporting Person is a Delaware limited liability company and registered investment adviser and serves as the investment adviser to (i) Carl Marks Strategic Investments, L.P. ("CMSI"), a Delaware limited partnership and private investment partnership, and (ii) Carl Marks Strategic Opportunities Fund, L.P. ("CMSO"), a Delaware limited partnership and private investment partnership. CMSI GP, LLC ("CMSI GP"), a Delaware limited liability company, is the general partner of CMSI, and Carl Marks GP, LLC ("CMSO GP"), a Delaware limited liability company, is the general partner of CMSO.
- F3Shares of the Company previously held by CMSI and CMSO may be deemed to be beneficially owned (i) indirectly by the Reporting Person, as the investment adviser to CMSI and CMSO; (ii) indirectly by CMSI GP, as the general partner of CMSI, and CMSO GP, as the general partner of CMSO, respectively; and (iii) indirectly, on a shared basis, by the three individual managing members of the Reporting Person, who share the power to direct the vote or disposition of such securities. The Reporting Person and the three individual managing members of the Reporting Person have previously filed statements pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, with respect to the securities of the Company which they may be deemed to beneficially own. The Reporting Person's beneficial ownership of the Company's securities is limited to its pecuniary interest in CMSI and CMSO (if any).