X0203 3/A 2010-05-25 2010-06-02 0 0001287151 XERIUM TECHNOLOGIES INC XRM 0001291381 Wilson James Forbes C/O CARL MARKS MANAGEMENT COMPANY, LLC 900 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022-4775 1 0 0 0 Common Stock, par value $0.001 per share 1381956 I See footnotes The reporting person is a director of Xerium Technologies, Inc. (the "Issuer") and is one of three individual managing members of CMMC, a Delaware limited liability company and registered investment adviser, which is the investment adviser to (i) Carl Marks Strategic Investments, L.P. ("CMSI"), a Delaware limited partnership and private investment partnership, and (ii) Carl Marks Strategic Opportunities Fund, L.P. ("CMSO"), a Delaware limited partnership and private investment partnership. The reporting person is also one of three individual managing members of (i) CMSI GP, LLC ("CMSI GP"), a Delaware limited liability company and the general partner of CMSI, and (ii) Carl Marks GP, LLC ("CMSO GP"), a Delaware limited liability company and the general partner of CMSO. As of May 25, 2010, CMSI was the owner of 1,381,956 shares of the Common Stock of the Issuer. Pursuant to a Master Participation Agreement dated April 18, 2008 by and between CMSI and CMSO, and the transaction schedules thereto, CMSI participated 947,284 shares of its Common Stock to CMSO. The 1,381,956 shares of Common Stock of the Issuer that are held by CMSI, including the 947,284 shares in which CMSO holds a participation interest, may be deemed to be beneficially owned (i) indirectly by CMMC, as the investment adviser to CMSI and CMSO, (ii) indirectly by CMSI GP, as the general partner of CMSI, and CMSO GP, as the general partner of CMSO, and (iii) indirectly, on a shared basis, by the reporting person and the two other individual managing members of CMMC, the investment adviser to CMSI and CMSO, who share the power to direct the vote or disposition of such securities. CMMC and the three individual managing members of CMMC have filed statements pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, with respect to the securities of the Issuer which they may be deemed to beneficially own. The reporting person's indirect interest in the securities reported herein (if any) is limited to his pecuniary interest in CMSI and CMSO (if any). This amendment amends and restates, in its entirety, the Form 3 filed by the reporting person with the Securities and Exchange Commission on June 2, 2010. This amendment corrects the name of Carl Marks Management Company, LLC ("CMMC") and certain information with respect to the nature of the indirect beneficial ownership. /s/ James Forbes Wilson 2010-09-13