Charles H Phipps Form 3 XTERA COMMUNICATIONS / CHARLES H PHIPPS 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^*

JAGGERS JOHN V

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13355 NOEL ROAD, SUITE 1350

(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)

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

5. 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 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	104,913	(1)	I	See Footnote(2)(8)
Series A-3 Preferred Stock	(1)	(1)	Common Stock	545,718	(1)	I	See Footnote(3)(8)
Series B-3 Preferred Stock	(1)	(1)	Common Stock	1,113	(1)	I	See Footnote(4)(8)
Series C-3 Preferred Stock	(1)	(1)	Common Stock	93,498	(1)	I	See Footnote(5)(8)
Series D-3 Preferred Stock	(1)	(1)	Common Stock	134,491	(1)	I	See Footnote(6)(8)
Series E-3 Preferred Stock	(1)	(1)	Common Stock	131,251	(1)	I	See Footnote(7)(8)

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 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 104,913 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"), and 4 shares owned directly by Sevin Rosen Bayless Management Company ("SRBMC"). SRB Associates VII L.P. ("SRBA VII") 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 SRFVII AFF. SRBAVII disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF, except to the extent of its pecuniary interest.

3. Total Series A-3 Preferred shares 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.

4. Total Series B-3 Preferred shares 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.

5. Total Series C-3 Preferred shares 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.

6. Total Series D-3 Preferred shares 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.

7. Total Series E-3 Preferred shares 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.

8. 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	11/12/2015
	John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik	11/12/2015
	John V. Jaggers, As Attorney-In-Fact For Stephen M. Dow	11/12/2015
	John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey	11/12/2015
	John V. Jaggers, As Attorney-In-Fact For Charles H. Phipps	11/12/2015
	** Signature of Reporting Person	Date
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