SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BARRIS PETER J

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

21093

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2013

3. Issuer Name and Ticker or Trading Symbol
XOOM Corp [ XOOM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,256,540	⁽¹⁾	I	See Note 2⁽²⁾
Series C-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	502,386	⁽¹⁾	I	See Note 2⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	848,420	⁽¹⁾	I	See Note 2⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	681,458	⁽¹⁾	I	See Note 2⁽²⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	189,966	⁽¹⁾	I	See Note 2⁽²⁾
Series F Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	569,900	⁽¹⁾	I	See Note 3⁽³⁾

Explanation of Responses:

1. Each share of the Issuer's Series C preferred stock, Series C-1 preferred stock, Series D preferred stock, Series E preferred stock and Series F preferred stock automatically converts into the Issuer's common stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

2. The shares are directly held by New Enterprise Associates 11, Limited Partnership ("NEA 11") and indirectly held by NEA Partners 11, Limited Partnership ("NEA Partners 11"), the sole general partner of NEA 11, NEA 11 GP, LLC ("NEA 11 GP"), the sole general partner of NEA Partners 11, and the individual managers of NEA 11 GP (NEA Partners 11, NEA 11 GP and the individual managers of NEA 11 GP together, the "NEA 11 Indirect Reporting Persons"). The individual managers of NEA 11 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Krishna "Kittu" Kolluri and Scott D. Sandell. The NEA 11 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 11 shares in which the NEA 11 Indirect Reporting Persons have no pecuniary interest.

3. The shares are directly held by New Enterprise Associates 9, Limited Partnership ("NEA 9") and indirectly held by NEA Partners 9, Limited Partnership ("NEA Partners 9"), the sole general partner of NEA 9, and the general partners of NEA Partners 9 (NEA Partners 9 and the general partners together, the "NEA 9 Indirect Reporting Persons"). The general partners of NEA Partners 9 are Peter J. Barris and John M. Nehra. The NEA 9 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 9 shares in which the NEA 9 Indirect Reporting Persons have no pecuniary interest.

	/s/ Louis S. Citron, attorney-in-fact	02/14/2013
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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