Schedule 13D
Item 1.
Security and Issuer
.
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on December 1, 2015 relating to the common stock, $.001 par value (the "Common Stock") of Xtera Communications, Inc. (the "Issuer") having its principal executive office at 500 W. Bethany Drive, Suite 100, Allen, TX 75013.
Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
Item 2.
Identity and Background
.
This statement is being filed by:
(a) New Enterprise Associates 9, Limited Partnership ("NEA 9");
(b) NEA Partners 9, Limited Partnership ("NEA Partners 9"), which is the sole general partner of NEA 9;
(c) New Enterprise Associates 10, Limited Partnership ("NEA 10");
(d) NEA Partners 10, Limited Partnership ("NEA Partners 10"), which is the sole general partner of NEA 10; and
(c) M. James Barrett ("Barrett"), Peter J. Barris ("Barris") and Scott D. Sandell ("Sandell") (together, the "General Partners"). Barris is the individual general partner of NEA 9. The General Partners are the individual general partners of NEA Partners 10.
The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of NEA 9, NEA Partners 9, NEA 10 and NEA Partners 10 is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett and Barris is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of NEA 9 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 9 is to act as the sole general partner of NEA 9. The principal business of Barris is to act as a general partner of NEA Partners 9 and a number of affiliated partnerships with similar businesses.
The principal business of NEA 10 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 10 is to act as the sole general partner of NEA 10. The principal business of each of the General Partners is to act as a general partner of NEA Partners 10 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA 9, NEA Partners 9, NEA 10 and NEA Partners 10 are limited partnerships organized under the laws of the State of Delaware. Each of the General Partners is a United States citizen.
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CUSIP No.
98415E300
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13D
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Page 10 of 18 Pages
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Item 3.
Source and Amount of Funds or Other Consideration
.
On September 27, 2016, in part of a private placement of secured promissory notes conducted by the Issuer on September 13, 2016 (the "Offering"), NEA 9 was issued a certain Warrant to Purchase Common Stock (a "Warrant"), the form of which is attached as Exhibit 4.2 to the Issuer's Form 8-K filed September 14, 2016 (the "8K), to purchase, subject to certain limitations, up to an aggregate of 183,105 shares of Common Stock, exercisable immediately, for an aggregate purchase price to NEA 9 of $183,105. On September 13, 2016, also in part of the Offering, NEA 9 was issued a Warrant to purchase, subject to certain limitations, up to an aggregate of 122,070 shares of Common Stock, exercisable immediately, for an aggregate purchase price to NEA 9 of $122,070. In addition, prior to the Offering, NEA 9 held 2,659,804 shares of the Issuer's Common Stock. NEA 9 now holds 2,659,804 shares of the Issuer's Common Stock (the "NEA 9 Shares") and warrants to purchase 305,175 shares of the Issuer's Common Stock (the "NEA 9 Warrant Shares" and, together with the NEA 9 Shares, the "NEA 9 Securities").
On September 27, 2016, in part of the Offering, NEA 10 was issued a Warrant to purchase, subject to certain limitations, up to an aggregate of 66,895 shares of Common Stock, exercisable immediately, for an aggregate purchase price to NEA 10 of $66,895. On September 13, 2016, also in part of the Offering, NEA 10 was issued a Warrant to purchase, subject to certain limitations, up to an aggregate of 44,597 shares of Common Stock, exercisable immediately, for an aggregate purchase price to NEA 10 of $44,597. In addition, prior to the Offering, NEA 10 held 971,733 shares of the Issuer's Common Stock. NEA 10 now holds 971,733 shares of the Issuer's Common Stock (the "NEA 10 Shares") and warrants to purchase 111,492 shares of the Issuer's Common Stock (the "NEA 10 Warrant Shares" and, together with the NEA 10 Shares, the "NEA 10 Securities").
The working capital of NEA 9 was the source of the funds for the purchase of the NEA 9 Securities. No part of the purchase price of the NEA 9 Securities was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 9 Securities.
The working capital of NEA 10 was the source of the funds for the purchase of the NEA 10 Securities. No part of the purchase price of the NEA 10 Securities was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 10 Securities.
Item 4.
Purpose of Transaction
.
NEA 9 acquired the NEA 9 Securities and NEA 10 acquired the NEA 10 Securities for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 9, NEA 10 and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
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(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer's business or corporate structure;
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(g)
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Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(j)
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Any action similar to any of those enumerated above.
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CUSIP No.
98415E300
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13D
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Page 11 of 18 Pages
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Item 5.
Interest in Securities of the Issuer
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(a)
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NEA 9 is the record owner of the NEA 9 Securities. As the sole general partner of NEA 9, NEA Partners 9 may be deemed to own beneficially the NEA 9 Securities. As the general partner of NEA Partners 9, Barris may be deemed to own beneficially the NEA 9 Securities.
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NEA 10 is the record owner of the NEA 10 Securities. As the sole general partner of NEA 10, NEA Partners 10 may be deemed to own beneficially the NEA 10 Securities. As the general partners of NEA Partners 10, each of the General Partners may be deemed to own beneficially the NEA 10 Securities.
By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of NEA 9, NEA Partners 9, NEA 10 and NEA Partners 10 may be deemed to share the power to direct the disposition and vote of the NEA 9 Securities and the NEA 10 Securities.
Each Reporting Person disclaims beneficial ownership of the NEA 9 Securities and the NEA 10 Securities other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated, for each Reporting Person other than Barrett and Sandell, based on the 17,641,291 shares of Common Stock deemed to be outstanding, which includes (i) 17,224,624 shares of Common Stock (the "10-Q Shares") reported to be outstanding as of July 31, 2016 on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 11, 2016, (ii) the NEA 9 Warrant Shares and (iii) the NEA 10 Warrant Shares. The percentage set forth on the cover sheet for each of Barrett and Sandell is calculated based on 17,336,116 shares of Common Stock, which includes (A) the 10-Q Shares and (B) the NEA 10 Warrant Shares.
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(b)
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Regarding the number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See line 7 of cover sheets
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(ii)
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shared power to vote or to direct the vote: See line 8 of cover sheets
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(iii)
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sole power to dispose or to direct the disposition: See line 9 of cover sheets.
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(iv)
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shared power to dispose or to direct the disposition: See line 10 of cover sheets
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(c)
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Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons.
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CUSIP No.
98415E300
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13D
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Page 12 of 18 Pages
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Item 6.
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer
.
In connection with the Offering, NEA 9 and NEA 10 each entered into one or more of each of (i) a Demand Note, the form of which is attached as Exhibit 4.1 to the 8-K and (ii) a Warrant, each incorporated by reference herein.
Item 7.
Material to be Filed as Exhibits
.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
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CUSIP No.
98415E300
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13D
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Page 13 of 18 Pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
EXECUTED this 4
th
day of October, 2016.
NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP
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By:
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NEA PARTNERS 9, LIMITED PARTNERSHIP
General Partner
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By:
*
Peter J. Barris
General Partner
NEA PARTNERS 9, LIMITED PARTNERSHIP
By:
*
Peter J. Barris
General Partner
*
Peter J. Barris
NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP
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By:
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NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner
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By:
*
Peter J. Barris
General Partner
NEA PARTNERS 10, LIMITED PARTNERSHIP
By:
*
Peter J. Barris
General Partner
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CUSIP No.
98415E300
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13D
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Page 14 of 18 Pages
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*/s/ Sasha Keough
Sasha Keough
As attorney-in-fact
This Amendment No. 1 to Schedule 13D was executed by Sasha Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
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CUSIP No.
98415E300
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13D
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Page 15 of 18 Pages
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Xtera Communications, Inc.
EXECUTED this 4
th
day of October, 2016.
NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP
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By:
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NEA PARTNERS 9, LIMITED PARTNERSHIP
General Partner
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By:
*
Peter J. Barris
General Partner
NEA PARTNERS 9, LIMITED PARTNERSHIP
By:
*
Peter J. Barris
General Partner
*
Peter J. Barris
NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP
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By:
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NEA PARTNERS 10, LIMITED PARTNERSHIP
General Partner
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By:
*
Peter J. Barris
General Partner
NEA PARTNERS 10, LIMITED PARTNERSHIP
By:
*
Peter J. Barris
General Partner
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CUSIP No.
98415E300
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13D
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Page 16 of 18 Pages
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*/s/ Sasha Keough
Sasha Keough
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Sasha Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
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CUSIP No.
98415E300
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13D
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Page 17 of 18 Pages
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EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1
st
day of August, 2013.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Rohini Chakravarthy
Rohini Chakravarthy
/s/ Patrick Chung
Patrick Chung
/s/ Ryan Drant
Ryan Drant
/s/ Anthony A. Florence
Anthony A. Florence
/s/ Robert Garland
Robert Garland
/s/ Paul Hsiao
Paul Hsiao
/s/ Patrick J. Kerins
Patrick J. Kerins
/s/ Suzanne King
Suzanne King
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CUSIP No.
98415E300
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13D
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Page 18 of 18 Pages
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Krishna S. Kolluri
C. Richard Kramlich
David M. Mott
John M. Nehra
Charles W. Newhall III
Jason R. Nunn
Scott D. Sandell
Peter W. Sonsini
A. Brooke Seawell
Paul E. Walker