Statement of Changes in Beneficial Ownership (4)
2016年9月16日 - 3:27AM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
ARCH VENTURE FUND VI LP
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2. Issuer Name
and
Ticker or Trading Symbol
XTERA COMMUNICATIONS, INC.
[
XCOM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
8755 HIGGINS ROAD SUITE 1025
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/13/2016
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(Street)
CHICAGO, IL 60631
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants to Purchase Common Stock
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$0.60
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9/13/2016
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P
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166667
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9/13/2016
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9/13/2026
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Common Stock
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166667
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$0.00
(1)
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166667
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I
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See Footnote
(2)
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Explanation of Responses:
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(
1)
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The Warrants reported on this Form 4 were issued by Xtera Communications, Inc. (the "Company") as part of a private placement of secured promissory notes (the "Notes") conducted on September 13, 2016. Each purchaser of Notes received warrants to purchase one share of the Company's Common Stock for each $1.00 of principal amount of Notes purchased
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(
2)
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The Warrants are held of record by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"), which may be deemed to beneficially own the shares held by ARCH Fund VI. The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"), which may be deemed to beneficially own the shares held by ARCH Fund VI. ARCH Partners VI and ARCH VI LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VI LLC are Clinton Bybee, Keith Crandell and Robert Nelsen, and as such they may be deemed to have shared voting and investment power over the shares held by ARCH Fund VI. Mr. Bybee is a member of the Company's board of directors. Messrs. Bybee, Crandell and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ARCH VENTURE FUND VI LP
8755 HIGGINS ROAD SUITE 1025
CHICAGO, IL 60631
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X
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ARCH VENTURE PARTNERS VI LP
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
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X
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ARCH VENTURE PARTNERS VI LLC
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
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X
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CRANDELL KEITH
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
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X
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NELSEN ROBERT
8755 W. HIGGINS ROAD, SUITE 1025
CHICAGO, IL 60631
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X
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Signatures
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/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Fund VI
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9/15/2016
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**
Signature of Reporting Person
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Date
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/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Partners VI
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9/15/2016
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**
Signature of Reporting Person
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Date
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/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH VI LLC
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9/15/2016
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**
Signature of Reporting Person
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Date
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/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell
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9/15/2016
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**
Signature of Reporting Person
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Date
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/s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen
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9/15/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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