Stephen M Dow Form 4 XTERA COMMUNICATIONS / CHARLES H PHIPPS 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

JAGGERS JOHN V

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13355 NOEL ROAD, SUITE 1350

(Street)

DALLAS TX 75240

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2015

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

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

	Form filed by One Reporting Person
X	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	11/17/2015		C		1,010,984	A	$0(1)	1,010,984	I	See Footnote(2)(9)
Common Stock	11/17/2015		P		200,000	A	$5	1,210,984	I	See Footnote(3)(9)

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
Series A-3 Preferred Stock	(1)	11/17/2015		C			14,188,641	(1)	(1)	Common Stock	545,718	$0(1)	0	I	See Footnote(4)(9)
Series B-3 Preferred Stock	$1,113	11/17/2015		C			28,898	(1)	(1)	Common Stock	1,113	$0(1)	0	I	See Footnote(5)(9)
Series C-3 Preferred Stock	(1)	11/17/2015		C			2,430,880	(1)	(1)	Common Stock	93,498	$0(1)	0	I	See Footnote(6)(9)
Series D-3 Preferred Stock	(1)	11/17/2015		C			3,496,724	(1)	(1)	Common Stock	134,491	$0(1)	0	I	See Footnote(7)(9)
Series E-3 Preferred Stock	(1)	11/17/2015		C			3,412,497	(1)	(1)	Common Stock	131,251	$0(1)	0	I	See Footnote(8)(9)

1. Name and Address of Reporting Person^*

JAGGERS JOHN V

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13355 NOEL ROAD, SUITE 1350

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DOMENIK STEPHEN L

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13455 NOEL ROAD, SUITE 1670

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DOW STEPHEN M

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13355 NOEL ROAD, SUITE 1350

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KIMZEY JACKIE R

(Last) (First) (Middle)

SEVIN ROSEN FUNDS

13355 NOEL ROAD, SUITE 1350

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PHIPPS CHARLES H

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13455 NOEL ROAD, SUITE 1670

(Street)

DALLAS TX 75240

(City) (State) (Zip)

Explanation of Responses:

1. Each share of 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 converted 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 of 1,010,984 represents 973,384 shares owned directly by Sevin Rosen Fund VII L.P. ("SRFVII"), 37,403 shares owned directly by Sevin Rosen VII Affiliates Fund L.P. ("SRVII AFF") and 197 shares owned directly by Sevin Rosen Bayless Management Company ("SRBMC"). 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 of 1,210,984 represents 1,165,984 shares owned directly by SRFVII and 44,803 shares owned directly by SRVII AFF and 197 shares owned directly by SRBMC. SRBA VII is the general partner of SRFVII and SRVII AFF and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest.

4. Total of 545,718 represents 525,526 shares owned directly by SRFVII and 20,192 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest

5. Total of 1,113 represents 1,071 shares owned directly by SRFVII and 42 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.

6. Total of 93,498 represents 89,852 shares owned directly by SRFVII, 3,453 shares owned directly by SRVII AFF, and 193 shares owned directly by SRBMC. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over the shares owned directly by SRFVII and SRVII AFF. SRBAVII disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF except to the extent of its pecuniary interest.

7. Total of 134,491 represents 129,514 shares owned directly by SRFVII and 4,977 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.

8. Total of 131,251 represents 126,394 shares owned directly by SRFVII and 4,857 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.

9. John V. Jaggers ("Jaggers"), Stephen L. Domenik ("Domenik"), Stephen L. Dow ("Dow"), Jackie R. Kimzey ("Kimzey") and Charles H. Phipps ("Phipps") are general partners of SRBA VII, the general partner of SRFVII and SRVII AFF, and in that capacity have shared voting and dispositive power of the shares owned directly by SRFVII and SRVII AFF and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Jaggers, Domenik, Dow, Kimzey and Phipps are directors of SRBMC and are deemed to have shared voting and dispositive power of the shares owned directly by SRBMC and disclaim beneficial ownership with no pecuniary interest in these shares.

	John V. Jaggers	11/18/2015
	John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik	11/18/2015
	John V. Jaggers, As Attorney-In-Fact For Stephen M. Dow	11/18/2015
	John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey	11/18/2015
	John V. Jaggers, As Attorney-In-Fact For Charles H. Phipps	11/18/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.