Gallenberger Mark J Form 4 Xcerra / MARK J GALLENBERGER 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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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^*

GALLENBERGER MARK J

(Last) (First) (Middle)

XCERRA CORPORATION

825 UNIVERSITY AVENUE

(Street)

NORWOOD MA 02062

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr.VP & COO/CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2017

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	08/25/2017		F		6,085(1)	D	$9.56	636,784	D
Common Stock	08/26/2017		F		8,113(2)	D	$9.56	628,671	D
Common Stock	08/27/2017		F		8,113(3)	D	$9.56	620,558	D
Restricted Stock Units	08/29/2017		A		150,000	A	$0.00(4)	770,558	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

Explanation of Responses:

1. The disposition of the common stock described in this filing reflects the amount of shares of common stock withheld for tax witholding purposes. Under the original RSU grant, 25% vested on August 25, 2017; 25% vests on August 25, 2018; 25% vests on August 25, 2019; and 25% vests on August 25, 2020.

2. The disposition of the common stock described in this filing reflects the amount of shares of common stock withheld for tax witholding purposes. Under the original RSU grant, 25% vested on August 26, 2015, 25% vested on August 26, 2016, 25% vested on August 26, 2017, and 25% vests on August 26, 2018.

3. The disposition of the common stock described in this filing reflects the amount of shares of common stock withheld for tax purposes. Under the terms of the original RSU grant, 25% vested on August 27, 2016, 25% vested on August 27, 2017, 25% vests on August 27, 2018, and 25% vests on August 27, 2019.

4. Each restricted stock unit (RSU) represents the right to receive one share of Xcerra Corporation common stock. Under the terms of the RSUs, units vest in four equal installments on August 29, 2018; August 29, 2019; August 29, 2020; and August 29, 2021.

Remarks:

	/s/ Colin J. Savoy, by power of attorney	08/29/2017
	** 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).
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