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^*

WELLCOME TRUST LTD (THE) as trustee of the WELLCOME TRUST

(Last)

(First)

(Middle)

215 EUSTON ROAD

(Street)

LONDON

NW1 2BE

(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)

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)

	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)
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		1,777,892	A	⁽¹⁾	1,777,892	I	By Wellcome Trust Investments 2 Unlimited⁽³⁾
Common Stock	11/17/2015		C		33,445	A	⁽¹⁾	94,921	D
Common Stock	11/17/2015		P		600,000	A	$5	694,921⁽²⁾	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)
Series B-3 Preferred Stock	⁽¹⁾	11/17/2015		C			14,449,697	⁽¹⁾	⁽¹⁾	Common Stock	555,758	$0.00	0	I	By Wellcome Trust Investments 2 Unlimited⁽³⁾
Series C-3 Preferred Stock	⁽¹⁾	11/17/2015		C			5,788,364	⁽¹⁾	⁽¹⁾	Common Stock	222,630	$0.00	0	I	By Wellcome Trust Investments 2 Unlimited⁽³⁾
Series D-3 Preferred Stock	⁽¹⁾	11/17/2015		C			15,508,757	⁽¹⁾	⁽¹⁾	Common Stock	596,491	$0.00	0	I	By Wellcome Trust Investments 2 Unlimited⁽³⁾
Series E-3 Preferred Stock	⁽¹⁾	11/17/2015		C			10,478,326	⁽¹⁾	⁽¹⁾	Common Stock	403,013	$0.00	0	I	By Wellcome Trust Investments 2 Unlimited⁽³⁾
Series E-3 Preferred Stock	⁽¹⁾	11/17/2015		C			869,550	⁽¹⁾	⁽¹⁾	Common Stock	33,445	$0.00	0	D

1. Name and Address of Reporting Person^*

WELLCOME TRUST LTD (THE) as trustee of the WELLCOME TRUST

(Last)

(First)

(Middle)

215 EUSTON ROAD

(Street)

LONDON

NW1 2BE

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Wellcome Trust Investments 2 Unlimited

(Last)

(First)

(Middle)

215 EUSTON ROAD

(Street)

LONDON

NW1 2BE

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The 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-one basis and had no expiration date.

2. This total gives effect to all transactions reported on this Form.

3. Wellcome Trust Investments 2 Unlimited is a wholly owned subsidiary of The Wellcome Trust Limited as Trustee of the Wellcome Trust.

Remarks:

	/s/ Danny Truell, Chief Investment Officer, on behalf of The Wellcome Trust Limited as trustee of the Wellcome Trust and Wellcome Trust Investments 2 Unlimited	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).
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