Matthew A Drapkin Form 4 XURA / Matthew A Drapkin 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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X

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^*

Drapkin Matthew A

(Last) (First) (Middle)

C/O NORTHERN RIGHT CAPITAL MANAGEMENT,

L.P., 10 CORBIN DRIVE, 3RD FLOOR

(Street)

DARIEN CT 06820

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XURA, INC. [ MESG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2016

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	08/19/2016		D		11,679(1)(2)	D	$25	0	D(3)
Common Stock	08/19/2016		D		205,027(1)(2)	D	$25	0	I	See footnotes(4)(9)
Common Stock	08/19/2016		D		292,128(1)(2)	D	$25	0	I	See footnotes(5)(9)
Common Stock	08/19/2016		D		282,738(1)(2)	D	$25	0	I	See footnotes(6)(9)
Common Stock	08/19/2016		D		189,414(1)(2)	D	$25	0	I	See footnotes(7)(9)
Common Stock	08/19/2016		D		478,136(1)(2)	D	$25	0	I	See footnotes(8)(9)

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. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 23, 2016, by and among Sierra Private Holdings II, LLC, a UK company ("Parent"), Sierra Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, on August 19, 2016 (the "Effective Date"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent.

2. Pursuant to the terms of the Merger Agreement, on the Effective Date, each outstanding share of the Issuers' Common Stock and each Director Stock Unit was converted into the right to receive a cash payment of $25.00.

3. Represents Common Stock and Director Stock Units of the Issuer that were directly held by Mr. Drapkin.

4. Represents Common Stock of the Issuer that was directly held by Northern Right Capital (QP), L.P. ("Northern Right QP").

5. Represents Common Stock of the Issuer that was directly held by Becker Drapkin Partners SLV, Ltd. ("BD SLV").

6. Represents Common Stock of the Issuer that was directly held by a managed account on behalf of an investment advisory client (the "Managed Account") of Northern Right Capital Management, L.P. ("Northern Right Management").

7. Represents Common Stock of the Issuer that was directly held by BD Partners VII, L.P. ("BD VII").

8. Represents Common Stock of the Issuer that was directly held by BD Partners VII SPV, L.P. ("BD VII SPV").

9. Mr. Drapkin may have been deemed to beneficially own such Common Stock as he is a member of BC Advisors, LLC, which is the general partner of Northern Right Management (of which Mr. Drapkin is a limited partner), and Northern Right Management is the general partner of, and investment manager for, each of Northern Right QP, BD VII, and BD VII SPV, and the investment manager for each of BD SLV and the Managed Account. Mr. Drapkin disclaimed beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Matthew A. Drapkin	08/23/2016
	** Signature of Reporting Person	Date
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