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*
APAX EUROPE IV GP CO LTD

(Last) (First) (Middle)
13-15 VICTORIA ROAD, ST. PETER PORT

(Street)
GUERNSEY CHANN ISL, X0 GY1 3ZD

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2005
3. Issuer Name and Ticker or Trading Symbol
XERIUM TECHNOLOGIES INC [ XRM ]
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)
05/05/2005
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 1(1)(2)(3) I By Xerium 3 S.A.
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
Explanation of Responses:
1. Apax Europe IV GP Co. Limited (the "Reporting Person") is the Managing General Partner of Apax Europe IV GP, L.P., which is the Managing General Partner of Apax Europe IV-A, L.P., which as the indirect controlling shareholder of Xerium 3 S.A. may be deemed to be the beneficial owner of the 1 share of Issuer's Common Stock held by Xerium 3 S.A. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
2. Immediately prior to the Issuer's contemplated initial public offering (the "Offering") described in Amendment No. 12 to the Issuer's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 11, 2005 (the "Registration Statement"), pursuant to the reorganization as described in the Registration Statement, and assuming an initial public officering price of $12.00, the Issuer will (i) effect a 31,099,636-for-1 stock split of the Issuer's Common Stock and (ii) redeem 2,125,663 shares of the Issuer's Common Stock from Xerium 3 S.A. in exchange for 43,757 shares of common stock of Xerium 3 S.A., the indirect parent company of the issuer.
3. In the Offering, Xerium 3 S.A. may sell up to an aggregate of 2,009,885 shares of the Issuer's Common Stock if the underwriters exercise their over-allotment option in full. Assuming no exercise of the underwriters' over-allotment option, after such transactions the Reporting Person may be deemed to be the beneficial owner of the 28,973,973 shares of Issuer's Common Stock held by Xerium 3 S.A. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
/s/ Peter L. Gillson as Alternate Director to Constance A E Helyar, by power of attorney 05/11/2005
** 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).
Note: 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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