SEC Form 4 · accession 0000899243-16-027742
XURA, INC. · MESG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philippe Tartavull
Officer — President and CEO and Director · Director
Period of report
Aug 19, 2016
Accepted (ET)
Aug 19, 2016 · 4:28 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 | 155,745 | $25.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock option (right to buy)F3 | $20.68 | Aug 19, 2016 | D | 165,125 | D | — | Jun 26, 2025 | Common stock | 165,125 | 0 | D |
Explanation of responses
- 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.