Ryno Blignaut Form 4 XOOM / Ryno Blignaut 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^*

Blignaut Ryno

(Last) (First) (Middle)

C/O XOOM CORPORATION

425 MARKET ST., 12TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

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

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

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

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)

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	11/12/2015		D(1)		19,167	D	$25	0	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
Stock Option (Right to Buy)	$1	11/12/2015		D			48,250	(2)	04/24/2018	Common Stock	48,250	$0.00	0	D
Stock Option (Right to Buy)	$4.48	11/12/2015		D			118,125	(3)	04/20/2020	Common Stock	118,125	$0.00	0	D
Stock Option (Right to Buy)	$6.84	11/12/2015		D			56,000	(4)	03/15/2022	Common Stock	56,000	$0.00	0	D
Stock Option (Right to Buy)	$26.52	11/12/2015		D			49,999	(5)	01/16/2024	Common Stock	49,999	$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 and less applicable withholding taxes. The shares originally represented a grant of restricted stock units which provided for vesting in twelve monthly installments after January 5, 2015. The units became fully vested immediately prior to the effective time of the merger as reported on a Form 8-K filed with the Securities and Exchange Commission on July 28, 2015.

2. This option, which provided for vesting in installments from April 24, 2008 to April 24, 2012 at 1/48th monthly with a one-year cliff, 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 and less applicable withholding taxes.

3. This option, which provided for vesting in installments from April 20, 2010 to April 20, 2015 at 1/60th monthly with a one year cliff, 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 and less applicable withholding taxes.

4. This option, which provided for vesting in five annual installments after March 15, 2012 and became fully vested immediately prior to the effective time of the merger as reported on a Form 8-K filed with the Securities and Exchange Commission on July 28, 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 and less applicable withholding taxes.

5. This option, which provided for vesting in forty-eight monthly installments after January 16, 2014, 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.

Remarks:

	/s/ Christopher G. Ferro, Attorney-in-Fact	11/13/2015
	** Signature of Reporting Person	Date
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