| 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 XERIUM TECHNOLOGIES INC [ XRM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/15/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 08/18/2015 | 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 | 08/15/2015 | F | 160,908(1) | D | $14.88 | 836,054 | D | |||
| Common Stock | 08/15/2015 | F | 32,466(2) | D | $14.88 | 803,588(3) | D | |||
| 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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares withheld in satisfaction of the $4.00 Employee Common Stock Option exercise price and the withholding tax liability in connection with the issuance of shares of common stock underlying the Employee Common Stock Option. |
| 2. Represents shares withheld in satisfaction of the withholding tax liability in connection with the issuance of shares of common stock underlying outstanding Restricted Stock Units. The Restricted Stock Units were granted to Mr. Bevis as sign-on awards when Mr. Bevis joined the Company. |
| 3. Includes 269,979 shares of common stock held by Mr. Bevis and 533,609 Restricted Stock Units that will be converted into shares of common stock, less tax withholdings, upon the satisfaction of all performance and time-based vesting conditions applicable to such Restricted Stock Units. |
| Remarks: |
| This Form 4 Amendment is being filed to correct tax withholding calculation errors in connection with the transactions identified above. The number of shares withheld in satisfaction of the $4.00 Employee Common Stock Option exercise price and the withholding tax liability in connection with the issuance of shares of common stock underlying the Employee Common Stock Option was corrected from 161,956 to 160,908. The number of shares withheld in satisfaction of the withholding tax liability in connection with the issuance of shares of common stock underlying outstanding Restricted Stock Units granted to Mr. Bevis when he joined the Company was corrected from 32,841 to 32,466. The number of shares of common stock noted as being held by Mr. Bevis in footnote 4 of the original Form 4 filing increased from 268,556 to 269,979 (as indicated in footnote 3 above). |
| /s/ Kevin McDougall, by power of attorney | 08/27/2015 | |
| ** 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. | ||
