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
	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* Marshall Christopher P (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (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 X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group
	3. Date of Earliest Transaction (Month/Day/Year) 02/20/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	02/20/2014		A		5,000(1)	A	$0	20,100(2)(3)	D(4)
Common Stock								17,500	I	TCV VII Management, L.L.C.(5)

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
Non-Qualified Stock Option (Right to Buy)	$2.65	02/20/2014		A		10,000(6)		02/20/2014(7)	02/20/2024	Common Stock	10,000	$0	10,000	D(8)

1. Name and Address of Reporting Person* Marshall Christopher P (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* HOAG JAY C (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* KIMBALL RICK (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* DREW JOHN (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* REYNOLDS JON Q JR (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* Trudeau Robert (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

Explanation of Responses:

1. Represents a stock award pursuant to the issuer's 2007 Long-Term Incentive and Stock Option Plan.

2. Excludes certain shares of Preferred Stock of the issuer immediately convertible into shares of Common Stock or certain warrants immediately exercisable for shares of Common Stock (collectively, the "Trident Securities") or certain shares of restricted Common Stock or options exercisable for shares of Common Stock (together, the "Trident Awards"), in each case beneficially owned by Trident Capital Management-V, L.L.C. ("Trident") and/or Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P. and/or Trident Capital Parallel Fund-V, C.V. (collectively, the "Trident Funds").

3. The Trident Awards were granted to Christopher P. Marshall in his capacity as a director previously nominated to the Board of Directors of the issuer by Trident and the Trident Awards are directly held by Mr. Marshall, solely for the benefit of Trident, pursuant to the terms of Trident's operating agreement. Mr. Marshall disclaims beneficial ownership of the Trident Awards and of any shares of Common Stock that may be received upon the exercise thereof. In addition, Mr. Marshall is a former member of Trident and, as such, has a continuing indirect interest in the Trident Securities held by certain Trident Funds. Mr. Marshall disclaims beneficial ownership of the Trident Securities and of any shares of Common Stock that may be received upon the conversion or exercise of any Trident Securities, except to the extent of his pecuniary interest therein.

4. These shares are held directly by Mr. Marshall. Mr. Marshall has sole voting and dispositive power over the shares; however, TCV VII Management, L.L.C. ("TCV VII Management") owns 100% of the pecuniary interest therein. Mr. Marshall, Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., and Robert W. Trudeau (collectively the "TCV VII Management Members") are members of TCV VII Management but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

5. These shares are held directly by TCV VII Management. The TCV VII Management Members are members of TCV VII Management but disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

6. Stock option exercisable for ten years commencing at date of grant at a price equal to the fair market value of the Common Stock on the date of grant.

7. This option is 100% vested.

8. This option is held directly by Mr. Marshall. Mr. Marshall has sole voting and dispositive power over the option and the shares to be received upon exercise of the option; however, TCV VII Management owns 100% of the pecuniary interest therein. The TCV VII Management Members are members of TCV VII Management but disclaim beneficial ownership of such option and the shares to be received upon exercise of such option except to the extent of their pecuniary interest therein.

Remarks:

	Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall	02/24/2014
	Frederic D. Fenton, Authorized Signatory for Jay C. Hoag	02/24/2014
	Frederic D. Fenton, Authorized Signatory for Richard H. Kimball	02/24/2014
	Frederic D. Fenton, Authorized Signatory for John L. Drew	02/24/2014
	Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr.	02/24/2014
	Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau	02/24/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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