X0306 4 2016-09-27 0 0001122051 XTERA COMMUNICATIONS, INC. XCOM 0001222135 ARCH VENTURE FUND VI LP 8755 HIGGINS ROAD SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001274410 ARCH VENTURE PARTNERS VI LP 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001274412 ARCH VENTURE PARTNERS VI LLC 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219039 CRANDELL KEITH 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 0001219042 NELSEN ROBERT 8755 W. HIGGINS ROAD, SUITE 1025 CHICAGO IL 60631 0 0 1 0 Warrants to Purchase Common Stock 0.61 2016-09-27 4 P 0 250000 0.00 A 2016-09-27 2026-09-27 Common Stock 250000 416667 I See Footnote The Warrants reported on this Form 4 were issued by Xtera Communications, Inc. (the "Company") as part of a private placement of secured promissory notes (the "Notes"). Each purchaser of Notes received warrants to purchase one share of the Company's Common Stock for each $1.00 of principal amount of Notes purchased The Warrants are held of record by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"), which may be deemed to beneficially own the shares held by ARCH Fund VI. The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"), which may be deemed to beneficially own the shares held by ARCH Fund VI. ARCH Partners VI and ARCH VI LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The managing directors of ARCH VI LLC are Clinton Bybee, Keith Crandell and Robert Nelsen, and as such they may be deemed to have shared voting and investment power over the shares held by ARCH Fund VI. Mr. Bybee is a member of the Company's board of directors. Messrs. Bybee, Crandell and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Fund VI 2016-09-28 /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Partners VI 2016-09-28 /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH VI LLC 2016-09-29 /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell 2016-09-28 /s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen 2016-09-28