| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol XOOM Corp [ XOOM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/12/2015 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/12/2015 | D(1) | 12,369 | D | $25 | 0 | D | |||
| Common Stock | 11/12/2015 | D(2) | 70,000 | D | $25 | 0 | I | By BV 369 Trust(3) | ||
| Common Stock | 11/12/2015 | D(2) | 5,036,306 | D | $25 | 0 | I | By Sequoia Capital XI, LP(4) | ||
| Common Stock | 11/12/2015 | D(2) | 545,439 | D | $25 | 0 | I | By Sequoia Capital XI Principals Fund, LLC(4) | ||
| Common Stock | 11/12/2015 | D(2) | 159,807 | D | $25 | 0 | I | By Sequoia Technology Partners XI, LP(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $25.38 | 11/12/2015 | D | 16,090 | (5) | 07/18/2023 | Common Stock | 16,090 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $22.68 | 11/12/2015 | D | 11,259 | (6) | 05/29/2024 | Common Stock | 11,259 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $19.11 | 11/12/2015 | D | 9,179 | (7) | 05/28/2025 | Common Stock | 9,179 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to a merger agreement between the Issuer, PayPal, Inc., Timer Acquisition Corp., and PayPal Holdings, Inc., dated July 1, 2015 (the "Merger Agreement") in exchange for a cash payment of $25.00 per share, without interest. 3,924 of the shares represent a grant of restricted stock units that provided for vesting in one installment on May 28, 2016. The units became fully vested immediately prior to the effective time of the merger in accordance with the Issuer's non-employee director compensation policy. |
| 2. Disposed of pursuant to the Merger Agreement in exchange for a cash payment of $25.00 per share, without interest. |
| 3. The Reporting Person may be deemed to beneficially own the shares held by BV 369 Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. |
| 4. Roelof Frederik Botha is an indirect non-managing member of SC XI Management, LLC ("SC XI Management"). SC XI Management is the general partner of Sequoia Capital XI, LP and Sequoia Technology Partners XI, LP and is the managing member of Sequoia Capital XI Principals Fund, LLC. In addition, Mr. Botha is an indirect member of Sequoia Capital XI Principals Fund, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| 5. This option, which provided for vesting in three annual installments from July 18, 2013, was cancelled, terminated and extinguished for no consideration pursuant to the Merger Agreement because the exercise price of such option exceeded the per share merger price of $25.00. |
| 6. This option, which vested in one installment on May 29, 2015, was cancelled, terminated and extinguished pursuant to the Merger Agreement in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest. |
| 7. This option originally provided for vesting in one installment on May 28, 2016. The option became fully vested immediately prior to the effective time of the merger in accordance with the Issuer's non-employee director compensation policy and was cancelled, terminated and extinguished pursuant to the Merger Agreement in exchange for a cash payment in the amount by which the per share merger price of $25.00 exceeded the exercise price of the option as of the effective time of the merger, without interest. |
| Remarks: |
| /s/ Christopher G. Ferro, Attorney-in-Fact | 11/13/2015 | |
| ** 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. | ||
