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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* HOAG JAY C (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (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) Director X 10% Owner Officer (give title below) X Other (specify below) May be Part of a 13(d) group
	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) 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)
			Code	V	Amount	(A) or (D)	Price
Series G Preferred Stock	10/31/2014		J(1)(2)		5,996,276	D	$5.6	0	I	TCV VII, L.P.(3)
Series G Preferred Stock	10/31/2014		J(2)		3,114,008	D	$5.6	0	I	TCV VII (A), L.P.(4)
Series G Preferred Stock	10/31/2014		J(2)		56,382	D	$5.6	0	I	TCV Member Fund, L.P.(5)
Common Stock	10/31/2014		J(2)		22,500	D	$5.6	0	I	TCV VII Management, L.L.C.(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant	$3	10/31/2014		J(7)			1,798,882	02/19/2010	02/19/2017	Common Stock	1,798,882	$5.6	0	I	TCV VII, L.P.(3)
Common Stock Warrant	$3	10/31/2014		J(7)			934,202	02/19/2010	02/19/2017	Common Stock	934,202	$5.6	0	I	TCV VII (A), L.P.(4)
Common Stock Warrant	$3	10/31/2014		J(7)			16,914	02/19/2010	02/19/2017	Common Stock	16,914	$5.6	0	I	TCV Member Fund, L.P.(5)
Non-Qualified Stock Option (Right to Buy)	$3	10/31/2014		J(7)			5,000	02/17/2010	02/17/2020	Common Stock	5,000	$5.6	0	I	Christopher P. Marshall(8)
Non-Qualified Stock Option (Right to Buy)	$2.85	10/31/2014		J(7)			10,000	02/02/2011	02/02/2021	Common Stock	10,000	$5.6	0	I	Christopher P. Marshall(8)
Non-Qualified Stock Option (Right to Buy)	$1.33	10/31/2014		J(7)			10,000	02/08/2012	02/08/2022	Common Stock	10,000	$5.6	0	I	Christopher P. Marshall(8)
Non-Qualified Stock Option (Right to Buy)	$1.82	10/31/2014		J(7)			10,000	03/11/2013	03/11/2023	Common Stock	10,000	$5.6	0	I	Christopher P. Marshall(8)
Non-Qualified Stock Option (Right to Buy)	$2.65	10/31/2014		J(7)			10,000	02/20/2014	02/20/2024	Common Stock	10,000	$5.6	0	I	Christopher P. Marshall(8)

1. Name and Address of Reporting Person* HOAG JAY C (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be Part of a 13(d) group

1. Name and Address of Reporting Person* TCV Member Fund, L.P. (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* Technology Crossover Management VII, L.P. (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

1. Name and Address of Reporting Person* Technology Crossover Management VII, Ltd. (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) May be part of a 13(d) group

Explanation of Responses:

1. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Christopher P. Marshall, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, Timothy P. McAdam, John C. Rosenberg, David L. Yuan, TCV VII, L.P. and TCV VII (A), L.P. on November 4, 2014 and relates to the same transactions.

2. These Series G Preferred Stock or Common Stock shares were cancelled pursuant to an Agreement and Plan of Merger, dated August 29, 2014, among XRS Corporation, Amundsen Holdings, LLC and Amundsen Merger Sub Corp. (the "Merger Agreement"), in exchange for a cash payment equal to $5.60 for each share of Series G Preferred Stock or Common Stock cancelled.

3. These securities were directly held by TCV VII, L.P. Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, Robert W. Trudeau, Timothy P. McAdam, John C. Rosenberg and David L. Yuan (collectively, the "TCM VII Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. The TCM VII Directors, Management VII and TCM VII may have been deemed beneficially own the securities held by TCV VII, L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaimed beneficial ownership of such securities except to the extent of their pecuniary interest therein.

4. These securities were directly held by TCV VII (A), L.P. The TCM VII Directors are Class A Directors of Management VII and limited partners of TCM VII. Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A), L.P. The TCM VII Directors, Management VII and TCM VII may have been deemed to beneficially own the securities held by TCV VII (A), L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaimed beneficial ownership of such securities except to the extent of their pecuniary interest therein.

5. These securities were directly held by TCV Member Fund, L.P. ("TCV MF"). The TCM VII Directors are Class A Directors of Management VII, which is a general partner of TCV MF, and limited partners of TCV MF. The TCM VII Directors and Management VII may have been deemed to beneficially own the securities held by TCV MF, but the Management VII Directors and Management VII each disclaimed beneficial ownership of such securities except to the extent of their pecuniary interest therein.

6. These securities were directly held by TCV VII Management, L.L.C. ("TCV VII Management"). Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew and Robert W. Trudeau (the "TCV VII Management Members") are members of TCV VII Management, L.L.C., but each disclaimed beneficial ownership of such securities except to the extent of their pecuniary interest therein.

7. These options or warrants were cancelled pursuant the Merger Agreement in exchange for a cash payment equal to the difference between $5.60 and the per share exercise price of each such option or warrant cancelled.

8. These options were held directly by Christopher P. Marshall. Mr. Marshall had sole voting and dispositive power over the options and the shares to be received upon exercise of the option; however, TCV VII Management owned 100% of the pecuniary interest therein. The TCV VII Management Members are members of TCV VII Management but have disclaimed beneficial ownership of such options and the shares to be received upon exercise of such options except to the extent of their pecuniary interest therein.

Remarks:

	Frederic D. Fenton, Authorized Signatory for Jay C. Hoag	11/04/2014
	Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P.	11/04/2014
	Frederic D. Fenton, Authorized Signatory for Technology Crossover Mangement VII, L.P.	11/04/2014
	Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, Ltd.	11/04/2014
	** Signature of Reporting Person	Date
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