Bayless Jon W Form 3 XTERA COMMUNICATIONS / JON W BAYLESS ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BAYLESS JON W

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13455 NOEL ROAD, SUITE 1670

(Street)

DALLAS TX 75240

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2015

3. Issuer Name and Ticker or Trading Symbol
XTERA COMMUNICATIONS, INC. [ XCOM ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock	(1)	(1)	Common Stock	114,606	(1)	I	See Footnote(2)
Series A-3 Preferred Stock	(1)	(1)	Common Stock	575,815	(1)	I	See Footnote(3)
Series B-3 Preferred Stock	(1)	(1)	Common Stock	1,113	(1)	I	See Footnote(4)
Series C-3 Preferred Stock	(1)	(1)	Common Stock	96,748	(1)	I	See Footnote(5)
Series D-3 Preferred Stock	(1)	(1)	Common Stock	140,995	(1)	I	See Footnote(6)
Series E-3 Preferred Stock	(1)	(1)	Common Stock	195,841	(1)	I	See Footnote(7)

Explanation of Responses:

1. Each share of Common Stock, Series A-3 Preferred Stock, Series B-3 Preferred Stock, Series C-3 Preferred Stock, Series D-3 Preferred Stock and Series E-3 Preferred Stock will convert into Common Stock on a 26-for-1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

2. Total Common Stock shares of 114,606 represents 101,027 shares owned directly by Sevin Rosen Fund VII L.P. ("SRFVII"), 3,882 shares owned directly by Sevin Rosen VII Affiliates Fund L.P. ("SRVII AFF"), 4 shares owned directly by Sevin Rosen Bayless Management Company ("SRBMC"), and 9,693 shares owned directly by Jon W. Bayless ("Bayless"). Reporting Person is a general partner of SRB Associates VII L.P. ("SRBA VII), the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and as such is deemed to have shared voting and dispositive power of the shares owned directly by SRBMC and disclaims beneficial ownership with no pecuniary interest in these shares.

3. Total Series A-3 shares of 575,815 represents 525,526 shares owned directly by SRFVII, 20,192 shares owned directly by SRVII AFF and 30,097 shares owned directly by Bayless. Reporting Person is a general partner of SRBA VII the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.

4. Total Series B-3 shares of 1,113 represents 1,071 shares owned directly by SRFVII, and 42 shares owned directly by SRVII AFF. Reporting Person is a general partner of SRBA VII the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.

5. Total Series C-3 shares of 96,748 represents 89,852 shares owned directly by SRFVII, 3,453 shares owned directly by SRVII AFF, 193 shares owned directly by SRBMC, and 3,250 shares owned directly by Bayless. Reporting Person is a general partner of SRBA VII, the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and as such is deemed to have shared voting and dispositive power of the shares owned directly by SRBMC and disclaims beneficial ownership with no pecuniary interest in these shares.

6. Total Series D-3 shares of 140,995 represents 129,514 shares owned directly by SRFVII, 4,977 shares owned directly by SRVII AFF, and 6,504 shares owned directly by Bayless. Reporting Person is a general partner of SRBA VII the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.

7. Total Series E-3 shares of 195,841 represents 126,394 shares owned directly by SRFVII, 4,857 shares owned directly by SRVII AFF, and 64,590 shares owned directly by Bayless. Reporting Person is a general partner of SRBA VII the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.

	John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless	11/12/2015
	** 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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