SEC FORM 3

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^*

ARCH VENTURE FUND VI LP

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD SUITE 290

(Street)

CHICAGO

60631

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	20,345	I⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	See Footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-3 Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	261,202⁽¹⁰⁾	⁽⁹⁾	I⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	See Footnote⁽²⁾
Series B-3 Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	222,305⁽¹⁰⁾	⁽⁹⁾	I⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	See Footnote⁽³⁾
Series C-3 Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	86,376⁽¹⁰⁾	⁽⁹⁾	I⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	See Footnote⁽⁴⁾
Series D-3 Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	95,704⁽¹⁰⁾	⁽⁹⁾	I⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	See Footnote⁽⁵⁾
Series E-3 Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	899,158⁽¹⁰⁾	⁽⁹⁾	D⁽⁶⁾⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

ARCH VENTURE FUND VI LP

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS VI LLC

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS VI LP

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS LLC

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARCH VENTURE FUND III L P

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS IV LLC

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARCH VENTURE FUND IV L P

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARCH VENTURE FUND IVA LP

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARCH ENTREPRENEURS FUND LP

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last)

(First)

(Middle)

8725 W. HIGGINS ROAD SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Consists of 41 shares held by ARCH Entrepreneurs Fund, L.P. ("AEF"), 10,913 shares held by ARCH Venture Fund III, L.P. ("AVF III"), 1,509 shares held by ARCH Venture Fund IV, L.P. ("AVF IV"), and 7,882 shares held by ARCH Venture Fund VI, L.P. ("AVF VI LP").

2. Consists of 699 shares held by AEF, 25,504 shares held by AVF III, 36,943 shares held by AVF IV, 20,650 shares held by ARCH Venture Fund IV A, L.P. ("AVF IVA"), and 177,406 shares held by AVF VI LP.

3. Consists of 255 shares held by AEF, 12,609 shares held by AVF III, 13,269 shares held by AVF IV, 7,126 shares held by AVF IVA, and 189,046 shares held by AVF VI LP.

4. Consists of 109 shares held by AEF, 4,324 shares held by AVF III, 5,696 shares held by AVF IV, 3,151 shares held by AVF IVA, and 73,096 shares held by AVF VI LP.

5. Consists of 179 shares held by AEF, 7,127 shares held by AVF III, 9,389 shares held by AVF IV, 5,194 shares held by AVF IVA, and 73,815 shares held by AVF VI.

6. The sole general partner of AVF III is ARCH Venture Partners, LLC ("AVP LLC"), which may be deemed to beneficially own the shares held by AVF III. AVP LLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of AVP LLC are Keith Crandell, Clinton W. Bybee (who is on the Board of Directors of the Issuer), Steven Lazarus and Robert Nelsen, and as such, they may be deemed to have shared voting and dispositive power over the shares held by AVF III. Messrs. Crandell, Bybee, Lazarus and Nelsen disclaim beneficial ownership in such shares, except to the extent of any pecuniary interest therein.

7. (Continued from Footnote 6) The sole general partner of AVF IV, AVF IVA and AEF is ARCH Venture Partners IV, LLC ("AVP IV LLC"), which may be deemed to beneficially own the shares held by AVF IV, AVF IVA and AEF. AVP IV LLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of AVP IV LLC are Keith Crandell, Clinton W. Bybee, Steven Lazarus and Robert Nelsen, and as such, they may be deemed to have shared voting and dispositive power over the shares held by AVF IV, AVF IVA, and AEF. Messrs. Crandell, Bybee, Lazarus and Nelsen disclaim beneficial ownership in such shares, except to the extent of any pecuniary interest therein. The sole general partner of AVF VI LP is ARCH Venture Partners VI, L.P. ("AVP VI LP"), which may be deemed to beneficially own the shares held by AVF VI LP.

8. (Continued from Footnote 7) The sole general partner of AVP VI LP is ARCH Venture Partners VI, LLC ("AVP VI LLC"), which may be deemed to beneficially own the shares held by AVF VI LP. AVP VI LP and AVP VI LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of AVP VI LLC are Keith Crandell, Clinton W. Bybee and Robert Nelsen, and as such, they may be deemed to have shared voting and dispositive power over the shares held by AVF VI LP. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership in such shares, except to the extent of any pecuniary interest therein.

9. Each share of Series A-3 Preferred Stock, Series B-3 Preferred Stock, Series C-3 Preferred Stock, Series D-3 Preferred Stock and 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.

10. Reflects the conversion of preferred stock into common stock.

Remarks:

Form 1 of 2

	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of AVF III	11/12/2015
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of AVP LLC	11/12/2015
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of AVF IV	11/12/2015
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of AVF IVA	11/12/2015
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of AEF	11/12/2015
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of AVP IV LLC	11/12/2015
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of AVF VI LP	11/12/2015
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of AVP VI LP	11/12/2015
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of AVP VI LLC	11/12/2015
	By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell	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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