UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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(AMENDMENT No. 2)*
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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XERIUM TECHNOLOGIES, INC.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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98416J118
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(CUSIP Number)
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James Forbes Wilson
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with a copy to:
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Carl Marks Management Company, LLC
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Allen B. Levithan, Esq.
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900 Third Avenue, 33rd Floor
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Lowenstein Sandler PC
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New York, New York 10022
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65 Livingston Avenue
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(212) 909-8444
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Roseland, New Jersey 07068
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(973) 597-2500
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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August 12, 2011
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(Date of Event which Requires Filing of this Statement)
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only):
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Carl Marks Management Company, LLC*
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions):
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(a) o
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(b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
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6.
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Citizenship or Place of Organization: Delaware
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7.
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Sole Voting Power: 1,817,482
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Number of
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Shares Beneficially
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8.
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Shared Voting Power: 0
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Owned by
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Each Reporting
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9.
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Sole Dispositive Power: 1,817,482
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Person With
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10.
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Shared Dispositive Power: 0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,817,482
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(See Instructions): o
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13.
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Percent of Class Represented by Amount in Row (11): 12.0%**
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14.
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Type of Reporting Person (See Instructions): PN
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**
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As of August 12, 2011 and as of the date of filing of this Amendment No. 2 to Schedule 13D (the “Filing Date”), the above Reporting Person may be deemed to beneficially own 1,817,482 shares of common stock, $0.001 par value per share (“Common Stock”), of Xerium Technologies, Inc., a Delaware corporation (the “Issuer”), or 12.0% of the shares of Common Stock deemed issued and outstanding as of each such date. The foregoing beneficial ownership percentage is based upon 15,135,309 shares of Common Stock issued and outstanding as of July 28, 2011, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (File No. 001-32498), filed with the Securities and Exchange Commission on August 9, 2011.
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only):
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Andrew M. Boas*
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions):
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(a) o
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(b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
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6.
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Citizenship or Place of Organization: United States Citizen
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7.
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Sole Voting Power: 0
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Number of
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Shares Beneficially
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8.
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Shared Voting Power: 1,817,482
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Owned by
|
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Each Reporting
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9.
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Sole Dispositive Power: 0
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Person With
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10.
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Shared Dispositive Power: 1,817,482
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,817,482
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(See Instructions): o
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13.
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Percent of Class Represented by Amount in Row (11): 12.0%**
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** | |
14.
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Type of Reporting Person (See Instructions): IN
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**
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As of August 12, 2011 and as of the Filing Date, the above Reporting Person may be deemed to beneficially own 1,817,482 shares of Common Stock of the Issuer, or 12.0% of the shares of Common Stock deemed issued and outstanding as of each such date. The foregoing beneficial ownership percentage is based upon 15,135,309 shares of Common Stock issued and outstanding as of July 28, 2011, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (File No. 001-32498), filed with the Securities and Exchange Commission on August 9, 2011.
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only):
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Robert C. Ruocco*
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions):
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(a) o
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(b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
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6.
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Citizenship or Place of Organization: United States Citizen
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7.
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Sole Voting Power: 0
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Number of
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Shares Beneficially
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8.
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Shared Voting Power: 1,817,482
|
Owned by
|
||
Each Reporting
|
9.
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Sole Dispositive Power: 0
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Person With
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10.
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Shared Dispositive Power: 1,817,482
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,817,482
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(See Instructions): o
|
|
13.
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Percent of Class Represented by Amount in Row (11): 12.0%**
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14.
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Type of Reporting Person (See Instructions): IN
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**
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As of August 12, 2011 and as of the Filing Date, the above Reporting Person may be deemed to beneficially own 1,817,482 shares of Common Stock of the Issuer, or 12.0% of the shares of Common Stock deemed issued and outstanding as of each such date. The foregoing beneficial ownership percentage is based upon 15,135,309 shares of Common Stock issued and outstanding as of July 28, 2011, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (File No. 001-32498), filed with the Securities and Exchange Commission on August 9, 2011.
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only):
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James Forbes Wilson*
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions):
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(a) o
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(b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
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6.
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Citizenship or Place of Organization: United States Citizen
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7.
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Sole Voting Power: 0
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Number of
|
||
Shares Beneficially
|
8.
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Shared Voting Power: 1,817,482
|
Owned by
|
||
Each Reporting
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9.
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Sole Dispositive Power: 0
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Person With
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10.
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Shared Dispositive Power: 1,817,482
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,817,482
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(See Instructions): o
|
|
13.
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Percent of Class Represented by Amount in Row (11): 12.0%**
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14.
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Type of Reporting Person (See Instructions): IN
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**
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As of August 12, 2011 and as of the Filing Date, the above Reporting Person may be deemed to beneficially own 1,817,482 shares of Common Stock of the Issuer, or 12.0% of the shares of Common Stock deemed issued and outstanding as of each such date. The foregoing beneficial ownership percentage is based upon 15,135,309 shares of Common Stock issued and outstanding as of July 28, 2011, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (File No. 001-32498), filed with the Securities and Exchange Commission on August 9, 2011.
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·
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On August 10, 2011, CMSI purchased an aggregate of 25,000 shares of Common Stock at a price of $12.75 per share, of which 17,650 shares of Common Stock were participated to CMSO.
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·
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On August 12, 2011, CMSI purchased an aggregate of 296,652 shares of Common Stock at a price of $12.699 per share, of which 209,439 shares of Common Stock were participated to CMSO.
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CARL MARKS MANAGEMENT COMPANY, LLC
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By: /s/ James Forbes Wilson
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Name: James Forbes Wilson
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Title: Managing Member
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/s/ Andrew M. Boas
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Andrew M. Boas
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/s/ Robert C. Ruocco
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Robert C. Ruocco
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/s/ James Forbes Wilson
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James Forbes Wilson
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CARL MARKS MANAGEMENT COMPANY, LLC
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By: /s/ James Forbes Wilson
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Name: James Forbes Wilson
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Title: Managing Member
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/s/ Andrew M. Boas
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Andrew M. Boas
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/s/ Robert C. Ruocco
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Robert C. Ruocco
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/s/ James Forbes Wilson
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James Forbes Wilson
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