Gary Otake Form 3 XTERA COMMUNICATIONS / Gary Otake ownership change

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^*

Otake Gary

(Last) (First) (Middle)

500 W. BETHANY DR., STE. 100

(Street)

ALLEN TX 75013

(City) (State) (Zip)

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)

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

5. 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 Beneficially Owned
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)
Common Stock	29,377	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Options (right to buy)	(1)	10/13/2021	Common Stock	9,231	0.52	D
Series E-3 Preferred Stock	(2)	(2)	Common Stock	43,345(3)	(2)	D

Explanation of Responses:

1. This stock option grant is fully vested.

2. Each share of Series E-3 Preferred Stock is convertible into common stock at any time, at the election of the holders thereof, on a 26-for-one basis and has no expiration date.

3. Reflects conversion of preferred stock into common stock.

Remarks:

Senior Vice President, Global Sales

	/s/ Jack Owen for Gary Otake	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).
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