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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 | |
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 5 (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. |