0001531612-15-000017.txt : 20151006 0001531612-15-000017.hdr.sgml : 20151006 20151005195331 ACCESSION NUMBER: 0001531612-15-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151006 DATE AS OF CHANGE: 20151005 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XURA, INC. CENTRAL INDEX KEY: 0001549872 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043398741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87049 FILM NUMBER: 151144853 BUSINESS ADDRESS: STREET 1: 200 QUANNAPOWITT PARKWAY CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-246-9000 MAIL ADDRESS: STREET 1: 200 QUANNAPOWITT PARKWAY CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: Comverse, Inc. DATE OF NAME CHANGE: 20120511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cove Street Capital, LLC CENTRAL INDEX KEY: 0001531612 IRS NUMBER: 275376591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2101 E EL SEGUNDO BOULEVARD STREET 2: SUITE 302 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 424-221-5897 MAIL ADDRESS: STREET 1: 2101 E EL SEGUNDO BOULEVARD STREET 2: SUITE 302 CITY: EL SEGUNDO STATE: CA ZIP: 90245 SC 13D/A 1 mesg1022015.txt 13D/A SC 13D/A Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Xura Inc ------------------------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------------------------ (Title of Class of Securities) 98420v107 ------------------------------------------------------------ (CUSIP NUMBER) Daniele Beasley Cove Street Capital LLC 2101 E El Segundo Boulevard Suite 302 El Segundo, CA 90245 Tel No. 424.221.5897 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 2, 2015 ----------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ X ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this coverage page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this coverage page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP: 98420v107 --------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cove Street Capital, LLC I.R.S. IDENTIFICATION NO 27-5376591 --------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] N/A (b) [ ] --------------------------------------------------------------- 3 SEC USE ONLY --------------------------------------------------------------- 4 SOURCE OF FUNDS 00 --------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] N/A --------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER O SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 883,281 OWNED BY --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 883,281 --------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 883,281 --------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% --------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA This Amendment No. 2 to Schedule 13D (''Amendment No. 2'') is being filed to amend the Statement on Schedule 13D filed on May 6, 2015 (the ''Original 13D''), as amended by Amendment No 1. to Schedule 13D filed on August 28th, 2015 (''Amendment No. 1''), to reflect a change in beneficial ownership of Common Stock by an amount in excess of one percent of the total number of shares of Common Stock outstanding. Except as specifically provided herein, this Amendment No. 2 modifies the Original Schedule 13D and Amendment No. 1 in their entirety. As a result of the transactions disclosed herein, the Reporting Person beneficially owns less than 5% of the outstanding Common Stock of the Issuer. Consequently, this Amendment No. 2 constitutes an exit filing and the related reporting obligations for the Reporting Person relating to the Common Stock have ceased. Effective September 9, 2015, the Issuer changed its name from Comverse, Inc. (CUSIP 20585p105) to Xura, Inc. Item 1. Security and Issuer This statement on Schedule 13D relates to the Common Stock of Xura, Inc. The address of the Issuers principal executive offices is: 200 Quannapowitt Parkway, Wakefield, MA 01880 Item 2. Identity & Background a) This statement on Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Cove Street Capital, LLC (CSC). b) The address of the principal office of Cove Street Capital, LLC is: 2101 E El Segundo Boulevard, Suite 302, El Segundo, CA 90245 c) The principal business of CSC is as an Investment Adviser. d) CSC, nor any of its members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e) CSC, nor any of its members was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws. f) Cove Street Capital, LLC, a Delaware limited liability company. Item 3. Source and Amount of Funds or Other Consideration CSC in its capacity as an Investment Adviser will purchase on behalf of its clients. No monies are borrowed for such an acquisition. Item 4. Purpose of Transaction The Securities reported in this filing have been purchased and held for investment purposes on behalf of client accounts in which CSC has discretionary investment and voting power. Item 5. Interest in Securities of the Issuer a) & b) CSC has discretionary investment and voting power on 883,281 shares of Common Stock which constitutes approximately 3.5% of the shares outstanding. All percentages set forth herein are based upon a total of 25,058,741 shares of Common Stock outstanding as of August 31, 2015 as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on September 9, 2015. c) CSC has effected transactions, on behalf of its clients, in the following shares of Common Stock of the Issuer ("CNSI" prior to 9/9/2015) in the last 60 days. Date of Transaction Buy/Sell Share Amount Price Per Share (average px) 8/13/2015 sl 100000 19.05 8/18/2015 sl 1300 19.40 8/19/2015 sl 17270 19.37 8/21/2015 sl 18500 18.68 8/24/2015 sl 13000 18.09 8/26/2015 sl 84870 18.47 8/26/2015 by 270 18.30 8/27/2015 sl 19530 18.87 9/2/2015 sl 16600 18.00 9/9/2015 sl 4777 19.28 9/10/2015 sl 10000 20.21 9/14/2015 by 120 21.29 9/17/2015 sl 20200 22.13 9/18/2015 sl 15767 22.05 9/21/2015 sl 29349 22.04 9/23/2015 sl 12928 22.48 9/24/2015 sl 9744 22.49 9/25/2015 sl 15100 22.49 9/28/2015 sl 3800 21.78 9/28/2015 sl 31600 21.79 9/29/2015 sl 11013 22.03 9/30/2015 sl 1200 21.99 9/30/2015 sl 16500 22.11 10/1/2015 sl 20000 22.06 10/2/2015 sl 35289 22.01 10/5/2015 sl 22523 22.11 10/5/2015 sl 7675 21.90 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among CSC, or between any third party, with respect to any securities of the Issuer. Item 7. Material to Be Filed as Exhibits N/A Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 5, 2015 Cove Street Capital, LLC By: /S/ Daniele Beasley ---------------------------------- Daniele Beasley, President & CCO