SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* COUGHLAN JOHN J (Last) (First) (Middle) 965 PRAIRIE CENTER DRIVE (Street) EDEN PRAIRIE MN 55344 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol XRS Corp [ XRSC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/31/2014
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01	10/31/2014		J		552,520	D	$5.6(1)	0	I	Revocable Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to purchase common stock, $0.01 par value	$2.22	10/31/2014		J			450.5	(3)	08/29/2021	Common stock, $0.01 par value	450.5	$3.38	0	D
Option to purchase common stock, $0.01 par value	$2.78	10/31/2014		J			83,220	(4)	02/05/2024	Common stock, $0.01 par value	83,220	$2.82	0	D
Restricted stock unit	(5)	10/31/2014		J			25,685	(5)	(5)	Common stock, $0.01 par value	25,685	$5.6	0	D
Option to purchase common stock, $0.01 par value	$0.85	10/31/2014		J			81,921	(4)	02/06/2023	Common stock, $0.01 par value	81,921	$4.75	0	D
Restricted stock unit	(5)	10/31/2014		J			31,988	(5)	(5)	Common stock, $0.01 par value	31,988	$5.6	0	D
Option to purchase common stock, $0.01 par value	$1.33	10/31/2014		J			100,813	(4)	02/08/2022	Common stock, $0.01 par value	100,813	$4.27	0	D
Restricted stock unit	(5)	10/31/2014		J			37,223	(5)	(5)	Common stock, $0.01 par value	37,223	$5.6	0	D
Option to purchase common stock, $0.01 par value	$2.85	10/31/2014		J			170,656	(4)	02/02/2021	Common stock, $0.01 par value	170,656	$2.75	0	D
Restricted stock unit	(5)	10/31/2014		J			48,702	(5)	(5)	Common stock, $0.01 par value	48,702	$5.6	0	D
Option to purchase common stock, $0.01 par value	$2.89	10/31/2014		J			166,423	(4)	11/03/2019	Common stock, $0.01 par value	166,423	$2.71	0	D
Restricted stock unit	(5)	10/31/2014		J			16,000	(5)	(5)	Common stock, $0.01 par value	16,000	$5.6	0	D
Series F Preferred Stock	$2.22	10/31/2014		J			4,505	(6)	(6)	Common stock, $0.01 par value	4,505	$5.6	0	D
Warrant to purchase common stock, $0.01 par value	$2.22	10/31/2014		J			1,352	(3)	02/12/2016	Common stock, $0.01 par value	1,352	$3.38	0	D
Option to purchase common stock, $0.01 par value	$2	10/31/2014		J			150,000	(4)	02/04/2019	Common stock, $0.01 par value	150,000	$3.6	0	D
Option to purchase common stock, $0.01 par value	$2.99	10/31/2014		J			46,666	(4)	02/06/2018	Common stock, $0.01 par value	46,666	$2.61	0	D
Option to purchase common stock, $0.01 par value	$5.4	10/31/2014		J			300,000	(4)	09/30/2016	Common stock, $0.01 par value	300,000	$0.2	0	D

Explanation of Responses:

1. Disposed of in connection with merger (the "Merger") pursuant to previously announced Agreement and Plan of Merger dated as of August 29, 2014, by and among the issuer, Amundsen Holdings, LLC and Amundsen Merger Sub Corp.

2. Reporting person is sole trustee and members of his immediate family are among the beneficiaries of the trust.

3. Cancelled in connection with the Merger and converted into the right to receive an amount equal to (i) the total number of shares of issuer common stock subject to such warrant immediately prior to the effective time of the Merger (without regard to vesting) multiplied by (ii) the excess, if any, of (x) the consideration payable to holders of issuer common stock pursuant to the Merger ($5.60 per share) over (y) the exercise price payable per share of issuer common stock under such warrant.

4. Cancelled in connection with the Merger and converted into the right to receive an amount equal to (i) the total number of shares of issuer common stock subject to such option immediately prior to the effective time of the Merger (without regard to vesting) multiplied by (ii) the excess, if any, of (x) the consideration payable to holders of issuer common stock pursuant to the Merger ($5.60 per share) over (y) the exercise price payable per share of issuer common stock under such option.

5. Cancelled in connection with the Merger in exchange for the right to receive a lump sum cash payment equal to the product of (i) the number of shares subject to such restricted stock unit and (ii) the consideration payable to holders of issuer common stock pursuant to the Merger ($5.60 per share).

6. Pursuant to the Merger Agreement, each such share of Series F Preferred Stock was converted into the right to receive an amount in cash, without interest, equal to the product of (x) the number of shares of issuer common stock into which such shares of Series F Preferred Stock would have been converted had the reporting person converted such shares into issuer common stock immediately prior to the closing of the Merger multiplied by (y) the consideration payable to the holders of issuer common stock pursuant to the Merger ($5.60 per share). Each share of Series F Preferred Stock was convertible into one share of common stock of the issuer as of the transaction date.

Remarks:

	Michael W. Weber, Attorney-in-Fact	11/04/2014
	** 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 4 (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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