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* Marshall Christopher P (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) X 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)		5,996,276	D	$5.6	0	I	TCV VII, L.P.(2)
Series G Preferred Stock	10/31/2014		J(1)		3,114,008	D	$5.6	0	I	TCV VII (A), L.P.(3)
Series G Preferred Stock	10/31/2014		J(1)		56,382	D	$5.6	0	I	TCV Member Fund, L.P.(4)
Common Stock	10/31/2014		J(1)		22,500	D	$5.6	0	I	TCV VII Management, L.L.C.(5)
Common Stock	10/31/2014		J(1)		15,100(6)(7)	D	$5.6	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant	$3	10/31/2014		J(8)			1,798,882	02/19/2010	02/19/2017	Common Stock	1,798,882	$5.6	0	I	TCV VII, L.P.(2)
Common Stock Warrant	$3	10/31/2014		J(8)			934,202	02/19/2010	02/19/2017	Common Stock	934,202	$5.6	0	I	TCV VII (A), L.P.(3)
Common Stock Warrant	$3	10/31/2014		J(8)			16,914	02/19/2010	02/19/2017	Common Stock	16,914	$5.6	0	I	TCV Member Fund, L.P.(4)
Non-Qualified Stock Option (Right to Buy)	$3	10/31/2014		J(8)			5,000(6)(7)	02/17/2010	02/17/2020	Common Stock	5,000	$5.6	0	D(9)
Non-Qualified Stock Option (Right to Buy)	$2.85	10/31/2014		J(8)			10,000(6)(7)	02/02/2011	02/02/2021	Common Stock	10,000	$5.6	0	D(9)
Non-Qualified Stock Option (Right to Buy)	$1.33	10/31/2014		J(8)			10,000(6)(7)	02/08/2012	02/08/2022	Common Stock	10,000	$5.6	0	D(9)
Non-Qualified Stock Option (Right to Buy)	$1.82	10/31/2014		J(8)			10,000(6)(7)	03/11/2013	03/11/2023	Common Stock	10,000	$5.6	0	D(9)
Non-Qualified Stock Option (Right to Buy)	$2.65	10/31/2014		J(8)			10,000(6)(7)	02/20/2014	02/20/2024	Common Stock	10,000	$5.6	0	D(9)

1. Name and Address of Reporting Person* Marshall Christopher 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 X 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* KIMBALL RICK (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* DREW JOHN (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* REYNOLDS JON Q JR (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* Trudeau Robert (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* McAdam Timothy 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* Rosenberg John 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* Yuan David (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 VII LP (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 VII(A) 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

Explanation of Responses:

1. 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.

2. These securities were directly held by TCV VII, L.P. Christopher P. Marshall, Jon Q. Reynolds, Jr., Jay C. Hoag, 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.

3. 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.

4. 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 such securities except to the extent of their pecuniary interest therein.

5. These securities were directly held by TCV VII Management, L.L.C. ("TCV VII Management"). Christopher P. Marshall, Jon Q. Reynolds, Jr., Jay C. Hoag, 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.

6. Excludes certain shares of Preferred Stock of the issuer immediately convertible into shares of Common Stock or certain warrants immediately exercisable for shares of Common Stock (collectively, the "Trident Securities") or certain shares of restricted Common Stock or options exercisable for shares of Common Stock (together, the "Trident Awards"), in each case beneficially owned by Trident Capital Management-V, L.L.C. ("Trident") and/or Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P. and/or Trident Capital Parallel Fund-V, C.V. (collectively, the "Trident Funds").

7. The Trident Awards were granted to Christopher P. Marshall in his capacity as a director previously nominated to the Board of Directors of the issuer by Trident and the Trident Awards are directly held by Mr. Marshall, solely for the benefit of Trident, pursuant to the terms of Trident's operating agreement. Mr. Marshall disclaims beneficial ownership of the Trident Awards and of any shares of Common Stock that may be received upon the exercise thereof. In addition, Mr. Marshall is a former member of Trident and, as such, has a continuing indirect interest in the Trident Securities held by certain Trident Funds. Mr. Marshall disclaims beneficial ownership of the Trident Securities and of any shares of Common Stock that may be received upon the conversion or exercise of any Trident Securities, except to the extent of his pecuniary interest therein.

8. 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.

9. These options were held directly by Mr. Marshall. Mr. Marshall had sole voting and dispositive power over the options and the shares to be received upon exercise of the options; 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 option except to the extent of their pecuniary interest therein.

Remarks:

	Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall	11/04/2014
	Frederic D. Fenton, Authorized Signatory for Richard H. Kimball	11/04/2014
	Frederic D. Fenton, Authorized Signatory for John L. Drew	11/04/2014
	Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr.	11/04/2014
	Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau	11/04/2014
	Frederic D. Fenton, Authorized Signatory for Timothy P. McAdam	11/04/2014
	Frederic D. Fenton, Authorized Signatory for John C. Rosenberg	11/04/2014
	Frederic D. Fenton, Authorized Signatory for David. L. Yuan	11/04/2014
	Frederic D. Fenton, Authorized Signatory for TCV VII, L.P.	11/04/2014
	Frederic D. Fenton, Authorized Signatory for TCV VII (A), L.P.	11/04/2014
	** Signature of Reporting Person	Date
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