0001193125-14-406382.txt : 20141110 0001193125-14-406382.hdr.sgml : 20141110 20141110172500 ACCESSION NUMBER: 0001193125-14-406382 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141110 DATE AS OF CHANGE: 20141110 GROUP MEMBERS: QUINCY J. LEE GROUP MEMBERS: TETON CAPITAL PARTNERS, L.P. GROUP MEMBERS: TRANGO II, L.L.C. GROUP MEMBERS: WHITNEY, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XOOM Corp CENTRAL INDEX KEY: 0001315657 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 943401054 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87351 FILM NUMBER: 141209923 BUSINESS ADDRESS: STREET 1: 425 MARKET STREET 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-660-1089 MAIL ADDRESS: STREET 1: 425 MARKET STREET 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: XOOM CORP DATE OF NAME CHANGE: 20050127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ancient Art, L.P. CENTRAL INDEX KEY: 0001426749 IRS NUMBER: 010626221 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 610 WEST 5TH STREET STREET 2: SUITE 600 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512.351.4440 MAIL ADDRESS: STREET 1: 610 WEST 5TH STREET STREET 2: SUITE 600 CITY: AUSTIN STATE: TX ZIP: 78701 SC 13D 1 d819275dsc13d.htm SC 13D SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

 

 

Xoom Corporation

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

98419Q101

(CUSIP NUMBER)

Quincy J. Lee

610 West 5th Street, Suite 600

Austin, TX 78701

(512) 351-4440

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

- with copies to -

Burke A. McDavid

Akin, Gump, Strauss, Hauer & Feld, L.L.P.

1700 Pacific Avenue, Suite 4100

Dallas, Texas 75201-4618

(214) 969-2800

October 29, 2014

(Date of event which requires filing of this statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box  ¨.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 


CUSIP No. 98419Q101   13D  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Teton Capital Partners, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON
WITH

 

     7    

SOLE VOTING POWER

 

2,190,324

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

2,190,324

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,190,324

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

14  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No. 98419Q101   13D  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ancient Art, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON
WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

2,190,324

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,190,324

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,190,324

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

14  

TYPE OF REPORTING PERSON*

 

PN, IA

 

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No. 98419Q101   13D  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Whitney, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON
WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

2,190,324

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,190,324

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,190,324

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

14  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No. 98419Q101   13D  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trango II, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON
WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

2,190,324

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,190,324

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,190,324

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

14  

TYPE OF REPORTING PERSON*

 

OO

 

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No. 98419Q101   13D  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Quincy J. Lee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON
WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

2,190,324

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

2,190,324

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,190,324

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.7%

14  

TYPE OF REPORTING PERSON*

 

IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT


SCHEDULE 13D

This Schedule 13D (this “Schedule 13D”) relates to shares of Common Stock, $0.0001 par value (“Common Stock”), of Xoom Corporation, a Delaware corporation (the “Issuer”), and is being filed on behalf of (i) Teton Capital Partners, L.P. (the “Fund”), a Texas limited partnership, (ii) Ancient Art, L.P. (“Ancient Art”), a Texas limited partnership, as the investment manager to the Fund, (iii) Whitney, L.P. (“Whitney”), a Texas limited partnership, as the general partner of the Fund, (iv) Trango II, L.L.C. (“Trango”), a Texas limited liability company, as the general partner of both Ancient Art and Whitney, and (v) Quincy J. Lee, the principal of Trango (collectively, the “Reporting Persons”). The shares of Common Stock reported on this Schedule 13D are held by the Fund.

 

Item 1. Security and Issuer

Securities acquired: Common Stock, $0.0001 par value (the “Common Stock”).

 

Issuer:   

Xoom Corporation

425 Market Street, 12th Floor

San Francisco, CA 94105

 

Item 2. Identity and Background

(a) This Schedule 13D is jointly filed by the Fund, Ancient Art, Whitney, Trango and Mr. Quincy J. Lee. Because Mr. Lee is the principal of Trango (with Mr. Lee, Ancient Art, Whitney and Trango hereinafter referred to as the “Control Persons”), the Control Persons may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), to be the beneficial owners of all of the shares of Common Stock held by the Fund. The Control Persons are filing this Schedule 13D jointly with the Fund (collectively, the “Reporting Persons”), as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

(b) The principal place of business for each of the Reporting Persons is 610 West 5th Street, Suite 600, Austin, Texas 78701.

(c) The principal occupation of Mr. Lee is serving as the principal of Trango. The principal business of Trango is serving as the general partner of both Ancient Art and Whitney. The principal business of Whitney is serving as the general partner of the Fund. The principal business of Ancient Art is acting as the investment manager to the Fund. The principal business of the Fund is investments.

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


(f) The Fund, Ancient Art, Whitney and Trango are organized under the laws of the State of Texas. Mr. Lee is a citizen of the United States of America.

 

Item 3. Source and Amount of Funds

As of November 7, 2014, the Fund had invested $39,917,499.26 (inclusive of brokerage commissions) in the Common Stock of the Issuer. The source of these funds was the working capital of the Fund.

 

Item 4. Purpose of the Transaction

The Control Persons have acquired a position in the Issuer for the Fund and has had communications with management of the Issuer regarding corporate uses of excess cash including stock buybacks, dividends, and corporate acquisition.

The Control Persons purchased the Common Stock for the Fund based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although the Reporting Persons have no specific plan or proposal to acquire or dispose of the Common Stock, consistent with their investment purpose, the Reporting Persons at any time and from time to time may acquire additional shares of Common Stock or dispose of any or all of their shares of Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations.

The purpose of the acquisition of the Common Stock was for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives or regulators of the Issuer regarding the Issuer, including, but not limited to, the Issuer’s operations. The Reporting Persons may discuss ideas that, if effected, may result in any of the following: the acquisition by persons of additional shares of Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer and/or changes in the board of directors or management of the Issuer.

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D.

The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.


Item 5. Interest in Securities of the Issuer

(a) The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 38,447,596 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of October 27, 2014, as reported in the Issuer’s most recent Form 10-Q filed on November 3, 2014.

The Fund may be deemed to beneficially own the 2,190,324 shares of Common Stock that it owns directly, representing approximately 5.7% of the issued and outstanding shares of Common Stock of the Issuer.

Ancient Art, as the investment manager to the Fund, may be deemed to beneficially own the 2,190,324 shares of Common Stock held by the Fund, representing approximately 5.7% of the issued and outstanding shares of Common Stock of the Issuer.

Whitney, as the general partner of the Fund, may be deemed to beneficially own the 2,190,324 shares of Common Stock held by the Fund, representing approximately 5.7% of the issued and outstanding shares of Common Stock of the Issuer.

Trango, as the general partner of Ancient Art and Whitney, the investment manager to and the general partner of, respectively, the Fund, may be deemed to beneficially own the 2,190,324 shares of Common Stock held by the Fund, representing approximately 5.7% of the issued and outstanding shares of Common Stock of the Issuer.

In addition, Mr. Lee, as the principal of Trango, may also be deemed to beneficially own the 2,190,324 shares of Common Stock held by the Fund, representing approximately 5.7% of the issued and outstanding shares of Common Stock of the Issuer.

The Control Persons disclaim beneficial ownership of the Common Stock held by the Fund except to the extent of their pecuniary interest therein.

(b) The Fund has the sole power to vote and dispose of the Common Stock that it holds directly reported in this Schedule 13D.

Ancient Art, Whitney, Trango and Mr. Lee have the shared power to vote and dispose of the Common Stock owned by the Fund reported in this Schedule 13D.

The filing of this Schedule 13D shall not be construed as admission that the Control Persons are, for the purposes of Section 13(d) or 13(g) of the Act, or otherwise, the beneficial owner of any of the 2,190,324 shares of Common Stock owned by the Fund. Pursuant to Rule 13d-4, the Control Persons disclaim all such beneficial ownership.

(c) Annex A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons. The transactions in the Common Stock were effected in the open market.


(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses to Item 4 are incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 99.1    Joint Filing Agreement by and among the Reporting Persons dated November 10, 2014.


Signatures

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 10, 2014

 

  Teton Capital Partners, L.P.
By: Whitney, L.P., its general partner
      By: Trango II, L.L.C., its general partner
  By:  

/s/ Quincy J. Lee

  Name:   Quincy J. Lee
  Title:   Manager
Ancient Art, L.P.
By: Trango II, L.L.C., its general partner
      By:  

/s/ Quincy J. Lee

      Name:   Quincy J. Lee
      Title:   Manager
Whitney, L.P.
By: Trango II, L.L.C., its general partner
      By:  

/s/ Quincy J. Lee

      Name:   Quincy J. Lee
      Title:   Manager
Trango II, L.L.C.
By:  

/s/ Quincy J. Lee

Name:   Quincy J. Lee
Title:   Manager

/s/ Quincy J. Lee

Quincy J. Lee


ANNEX A

 

Transaction Type    Quantity      Price      Trade Date  

Buy

     14,385         14.5919         11/7/2014   

Buy

     1,672         14.4800         11/6/2014   

Buy

     109,247         14.7193         11/5/2014   

Buy

     100,000         15.19         11/4/2014   

Buy

     500,000         15.7325         10/29/2014   

Buy

     250,000         14.7005         10/29/2014   

Buy

     150         18.9100         10/28/2014   

Buy

     50,270         18.9091         10/24/2014   

Buy

     25,000         19.1056         10/22/2014   

Buy

     56,900         19.0954         10/21/2014   

Buy

     25,000         19.2600         10/17/2014   

Buy

     1,263         18.5700         10/15/2014   

Buy

     25,000         19.1400         10/14/2014   

Buy

     25,000         18.3200         10/13/2014   

Buy

     81,218         18.6007         10/9/2014   

Buy

     100,000         18.7250         10/9/2014   

Buy

     168,455         18.8510         10/8/2014   

Buy

     2,000         19.4900         10/8/2014   

Buy

     125,000         19.7235         10/7/2014   

Buy

     11,800         21.0064         10/6/2014   

Buy

     16,355         21.7482         10/2/2014   

Buy

     21,637         21.8379         10/1/2014   

Buy

     49,984         22.0169         9/30/2014   

Buy

     500         21.7100         9/29/2014   

Buy

     24,200         22.3611         9/23/2014   

Buy

     146,672         22.4365         9/22/2014   

Buy

     44,300         22.7964         9/19/2014   

Buy

     24,836         22.9558         9/16/2014   

Buy

     117,800         22.8051         9/15/2014   

Buy

     12,789         23.3199         9/12/2014   

Buy

     25,000         23.5881         9/11/2014   

Buy

     33,891         23.0261         9/9/2014   
EX-99.1 2 d819275dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) (1) (iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated May 14, 2013 (including amendments thereto) with respect to the Common Stock, $0.0001 par value, of Xoom Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: November 10, 2014

 

  Teton Capital Partners, L.P.
By: Whitney, L.P., its general partner
      By: Trango II, L.L.C., its general partner
  By:  

/s/ Quincy J. Lee

  Name:   Quincy J. Lee
  Title:   Manager
Ancient Art, L.P.
By: Trango II, L.L.C., its general partner
      By:  

/s/ Quincy J. Lee

      Name:   Quincy J. Lee
      Title:   Manager
Whitney, L.P.
By: Trango II, L.L.C., its general partner
      By:  

/s/ Quincy J. Lee

      Name:   Quincy J. Lee
      Title:   Manager
Trango II, L.L.C.
By:  

/s/ Quincy J. Lee

Name:   Quincy J. Lee
Title:   Manager

/s/ Quincy J. Lee

Quincy J. Lee