SEC Form 4 · accession 0000899243-16-027734

XURA, INC. · MESG

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

Reporting owner

Officer — EVP, Chief Revenue Officer

Period of report

Aug 19, 2016

Accepted (ET)

Aug 19, 2016 · 4:24 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001549872

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Aug 19, 2016	D	25,365	$25.00	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock option (right to buy)^F3	$23.08	Aug 19, 2016	D	24,890	D	—	Sep 22, 2024	Common stock	24,890	0	D
Stock option (right to buy)^F3	$20.68	Aug 19, 2016	D	53,402	D	—	Jun 26, 2025	Common stock	53,402	0	D

F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 23, 2016, by and among Sierra Private Holdings II, LLC, a UK company ("Parent"), Sierra Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Xura, Inc. (the "Company"), on August 19, 2016 (the "Effective Date"), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
F2Pursuant to the terms of the Merger Agreement, on the Effective Date, each outstanding share of the Company's common stock was converted into the right to receive a cash payment of $25.00 (the "Merger Consideration").
F3Pursuant to the terms of the Merger Agreement, on the Effective Date, this option was canceled in exchange for the right to receive a cash payment equal to the product of the Merger Consideration less the applicable exercise price per share and the number of shares of common stock subject to such cancelled option.