Kramlich C Richard Form 4 XOOM / C RICHARD KRAMLICH ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KRAMLICH C RICHARD

(Last) (First) (Middle)

C/O XOOM CORPORATION

425 MARKET ST., 12TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XOOM Corp [ XOOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/12/2015		D(1)		50,535	D	$25	0	I	By The Kramlich Living Trust U/A/D 6/1/94(2)
Common Stock	11/12/2015		D(3)		9,073	D	$25	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$25.38	11/12/2015		D			16,090	(4)	07/18/2023	Common Stock	16,090	$0.00	0	D
Stock Option (Right to Buy)	$22.68	11/12/2015		D			11,259	(5)	05/29/2024	Common Stock	11,259	$0.00	0	D
Stock Option (Right to Buy)	$19.11	11/12/2015		D			9,179	(6)	05/28/2025	Common Stock	9,179	$0.00	0	D

Explanation of Responses:

1. Disposed 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.

2. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein.

3. Disposed of pursuant to 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 originally 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.

4. This 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.

5. This 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.

6. This 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.

Remarks:

	/s/ Christopher G. Ferro, Attorney-in-Fact	11/13/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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