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
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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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