SEC Form 4 · accession 0000899243-16-027883
XURA, INC. · MESG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew A Drapkin
Director
Period of report
Aug 19, 2016
Accepted (ET)
Aug 23, 2016 · 3:21 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 StockF1,F2,F3 | Aug 19, 2016 | D | 11,679 | $25.00 | D | 0 | D | |
| Common StockF1,F2,F4,F9 | Aug 19, 2016 | D | 205,027 | $25.00 | D | 0 | I | See footnotes |
| Common StockF1,F2,F5,F9 | Aug 19, 2016 | D | 292,128 | $25.00 | D | 0 | I | See footnotes |
| Common StockF1,F2,F6,F9 | Aug 19, 2016 | D | 282,738 | $25.00 | D | 0 | I | See footnotes |
| Common StockF1,F2,F7,F9 | Aug 19, 2016 | D | 189,414 | $25.00 | D | 0 | I | See footnotes |
| Common StockF1,F2,F8,F9 | Aug 19, 2016 | D | 478,136 | $25.00 | D | 0 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
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 the Issuer, on August 19, 2016 (the "Effective Date"), Merger Sub merged with and into the Issuer, with the Issuer 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 Issuers' Common Stock and each Director Stock Unit was converted into the right to receive a cash payment of $25.00.
- F3Represents Common Stock and Director Stock Units of the Issuer that were directly held by Mr. Drapkin.
- F4Represents Common Stock of the Issuer that was directly held by Northern Right Capital (QP), L.P. ("Northern Right QP").
- F5Represents Common Stock of the Issuer that was directly held by Becker Drapkin Partners SLV, Ltd. ("BD SLV").
- F6Represents Common Stock of the Issuer that was directly held by a managed account on behalf of an investment advisory client (the "Managed Account") of Northern Right Capital Management, L.P. ("Northern Right Management").
- F7Represents Common Stock of the Issuer that was directly held by BD Partners VII, L.P. ("BD VII").
- F8Represents Common Stock of the Issuer that was directly held by BD Partners VII SPV, L.P. ("BD VII SPV").
- F9Mr. Drapkin may have been deemed to beneficially own such Common Stock as he is a member of BC Advisors, LLC, which is the general partner of Northern Right Management (of which Mr. Drapkin is a limited partner), and Northern Right Management is the general partner of, and investment manager for, each of Northern Right QP, BD VII, and BD VII SPV, and the investment manager for each of BD SLV and the Managed Account. Mr. Drapkin disclaimed beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein.