SEC FORM 4

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^*

HUDSON THOMAS G

(Last)

(First)

(Middle)

965 PRAIRIE CENTER DRIVE

(Street)

EDEN PRAIRIE

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
	Officer (give title below)	Other (specify below)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, $0.01 par value	10/31/2014		J		55,975	D	$5.6⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase common stock, $0.01 par value	$3.94	10/31/2014		J			1,250	⁽²⁾	10/11/2017	Common stock, $0.01 par value	1,250	$1.66	0	D
Option to purchase common stock, $0.01 par value	$2.99	10/31/2014		J			5,000	⁽²⁾	02/06/2018	Common stock, $0.01 par value	5,000	$2.61	0	D
Option to purchase common stock, $0.01 par value	$2	10/31/2014		J			5,000	⁽²⁾	02/04/2019	Common stock, $0.01 par value	5,000	$3.6	0	D
Option to purchase common stock, $0.01 par value	$3	10/31/2014		J			5,000	⁽²⁾	02/17/2020	Common stock, $0.01 par value	5,000	$2.6	0	D
Option to purchase common stock, $0.01 par value	$2.85	10/31/2014		J			10,000	⁽²⁾	02/02/2021	Common stock, $0.01 par value	10,000	$2.75	0	D
Option to purchase common stock, $0.01 par value	$1.33	10/31/2014		J			10,000	⁽²⁾	02/08/2022	Common stock, $0.01 par value	10,000	$4.27	0	D
Option to purchase common stock, $0.01 par value	$1.82	10/31/2014		J			10,000	⁽²⁾	03/11/2023	Common stock, $0.01 par value	10,000	$3.78	0	D
Option to purchase common stock, $0.01 par value	$2.65	10/31/2014		J			10,000	⁽²⁾	02/20/2024	Common stock, $0.01 par value	10,000	$2.95	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. 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.

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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