SEC Form 4 · accession 0001209191-15-080121

XOOM Corp · XOOM

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

Reporting owner

Roelof Botha

Director · 10% Owner

Period of report

Nov 12, 2015

Accepted (ET)

Nov 13, 2015 · 7:52 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001315657

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock	Nov 12, 2015	D	12,369	$25.00	D	D
Common Stock^F3	Nov 12, 2015	D	70,000	$25.00	D	I	By BV 369 Trust
Common Stock^F4	Nov 12, 2015	D	5,036,306	$25.00	D	I	By Sequoia Capital XI, LP
Common Stock^F4	Nov 12, 2015	D	545,439	$25.00	D	I	By Sequoia Capital XI Principals Fund, LLC
Common Stock^F4	Nov 12, 2015	D	159,807	$25.00	D	I	By Sequoia Technology Partners XI, LP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F5	$25.38	Nov 12, 2015	D	16,090	D	—	Jul 18, 2023	Common Stock	16,090	D
Stock Option (Right to Buy)^F6	$22.68	Nov 12, 2015	D	11,259	D	—	May 29, 2024	Common Stock	11,259	D
Stock Option (Right to Buy)^F7	$19.11	Nov 12, 2015	D	9,179	D	—	May 28, 2025	Common Stock	9,179	D

Explanation of responses

F1Disposed of pursuant to a merger agreement between the Issuer, PayPal, Inc., Timer Acquisition Corp., and PayPal Holdings, Inc., dated July 1, 2015 (the "Merger Agreement") in exchange for a cash payment of $25.00 per share, without interest. 3,924 of the shares represent a grant of restricted stock units that provided for vesting in one installment on May 28, 2016. The units became fully vested immediately prior to the effective time of the merger in accordance with the Issuer's non-employee director compensation policy.
F2Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $25.00 per share, without interest.
F3The Reporting Person may be deemed to beneficially own the shares held by BV 369 Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
F4Roelof Frederik Botha is an indirect non-managing member of SC XI Management, LLC ("SC XI Management"). SC XI Management is the general partner of Sequoia Capital XI, LP and Sequoia Technology Partners XI, LP and is the managing member of Sequoia Capital XI Principals Fund, LLC. In addition, Mr. Botha is an indirect member of Sequoia Capital XI Principals Fund, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
F5This option, which provided for vesting in three annual installments from July 18, 2013, was cancelled, terminated and extinguished for no consideration pursuant to the Merger Agreement because the exercise price of such option exceeded the per share merger price of $25.00.
F6This option, which vested in one installment on May 29, 2015, was cancelled, terminated and extinguished pursuant to the Merger Agreement in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest.
F7This option originally provided for vesting in one installment on May 28, 2016. The option became fully vested immediately prior to the effective time of the merger in accordance with the Issuer's non-employee director compensation policy and was cancelled, terminated and extinguished pursuant to the Merger Agreement in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest.