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^*

BAYLESS JON W

(Last)

(First)

(Middle)

C/O SEVIN ROSEN FUNDS

13455 NOEL ROAD, SUITE 1670

(Street)

DALLAS

75240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XTERA COMMUNICATIONS, INC. [ XCOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2015

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	11/17/2015		C		1,125,118	A	$0⁽¹⁾	1,125,118	I	See Footnote⁽²⁾
Common Stock	11/17/2015		C		114,134	A	$0⁽¹⁾	114,134	D
Common Stock	11/17/2015		P		200,000	A	$5	1,325,118	I	See Footnote⁽³⁾

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)
Series A-3 Preferred Stock	⁽¹⁾	11/17/2015		C			14,971,150	⁽¹⁾	⁽¹⁾	Common Stock	575,815	$0⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series B-3 Preferred Stock	⁽¹⁾	11/17/2015		C			28,898	⁽¹⁾	⁽¹⁾	Common Stock	1,113	$0⁽¹⁾	0	I	See Footnote⁽⁵⁾
Series C-3 Preferred Stock	⁽¹⁾	11/17/2015		C			2,515,380	⁽¹⁾	⁽¹⁾	Common Stock	96,748	$0⁽¹⁾	0	I	See Footnote⁽⁶⁾
Series D-3 Preferred Stock	⁽¹⁾	11/17/2015		C			3,665,827	⁽¹⁾	⁽¹⁾	Common Stock	140,995	$0⁽¹⁾	0	I	See Footnote⁽⁷⁾
Series E-3 Preferred Stock	⁽¹⁾	11/17/2015		C			5,091,835	⁽¹⁾	⁽¹⁾	Common Stock	195,841	$0⁽¹⁾	0	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. Each share of Series A-3 Preferred Stock, Series B-3 Preferred Stock, Series C-3 Preferred Stock, Series D-3 Preferred Stock and Series E-3 Preferred Stock converted into Common Stock on a 26-for-1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

2. Total of 1,125,118 represents 973,384 shares owned directly by Sevin Rosen Fund VII L.P. ("SRFVII"), 37,403 shares owned directly by Sevin Rosen VII Affiliates Fund L.P. ("SRVII AFF"), 197 shares owned directly by Sevin Rosen Bayless Management Company ("SRBMC") and 114,134 shares owned directly by Jon W. Bayless ("Bayless"). Reporting Person is a general partner of SRB Associates VII L.P. ("SRBA VII), the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and as such is deemed to have shared voting and dispositive power of the shares owned directly by SRBMC and disclaims beneficial ownership with no pecuniary interest in these shares.

3. Total of 1,325,118 represents 1,165,984 shares owned directly by SRFVII, 44,803 shares owned directly by SRVII, 197 shares owned directly by SRBMC and 114,134 shares owned directly by Bayless. Reporting Person is a general partner of SRBAVII, the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and as such is deemed to have shared voting and dispositive power of the shares owned directly by SRBMC and disclaims beneficial ownership with no pecuniary interest in these shares.

4. Total of 575,815 represents 525,526 shares owned directly by SRFVII, 20,192 shares owned directly by SRVII AFF and 30,097 shares owned directly by Bayless. Reporting Person is a general partner of SRBA VII the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.

5. Total of 1,113 represents 1,071 shares owned directly by SRFVII, and 42 shares owned directly by SRVII AFF. Reporting Person is a general partner of SRBA VII the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.

6. Total of 96,748 represents 89,852 shares owned directly by SRFVII, 3,453 shares owned directly by SRVII AFF, 193 shares owned directly by SRBMC, and 3,250 shares owned directly by Bayless. Reporting Person is a general partner of SRBA VII, the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and as such is deemed to have shared voting and dispositive power of the shares owned directly by SRBMC and disclaims beneficial ownership with no pecuniary interest in these shares

7. Total of 140,995 represents 129,514 shares owned directly by SRFVII, 4,977 shares owned directly by SRVII AFF, and 6,504 shares owned directly by Bayless. Reporting Person is a general partner of SRBA VII the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.

8. Total of 195,841 represents 126,394 shares owned directly by SRFVII, 4,857 shares owned directly by SRVII AFF, and 64,590 shares owned directly by Bayless. Reporting Person is a general partner of SRBA VII the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF except to the extent of his proportionate interest in these shares.

	John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless	11/18/2015
	** 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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