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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

WELLCOME TRUST LTD (THE) as trustee of the WELLCOME TRUST

(Last)

(First)

(Middle)

215 EUSTON ROAD

(Street)

LONDON

NW1 2BE

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2015

3. Issuer Name and Ticker or Trading Symbol
XTERA COMMUNICATIONS, INC. [ XCOM ]

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)

	Form filed by One Reporting Person
X	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)
Common Stock	61,476	D

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 B-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	555,758⁽²⁾	⁽¹⁾	I	By Wellcome Trust Investments 2 Unlimited⁽³⁾
Series C-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	222,630⁽²⁾	⁽¹⁾	I	By Wellcome Trust Investments 2 Unlimited⁽³⁾
Series D-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	596,491⁽²⁾	⁽¹⁾	I	By Wellcome Trust Investments 2 Unlimited⁽³⁾
Series E-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	403,013⁽²⁾	⁽¹⁾	I	By Wellcome Trust Investments 2 Unlimited⁽³⁾
Series E-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	33,445⁽²⁾	⁽¹⁾	D

1. Name and Address of Reporting Person^*

WELLCOME TRUST LTD (THE) as trustee of the WELLCOME TRUST

(Last)

(First)

(Middle)

215 EUSTON ROAD

(Street)

LONDON

NW1 2BE

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Wellcome Trust Investments 2 Unlimited

(Last)

(First)

(Middle)

215 EUSTON ROAD

(Street)

LONDON

NW1 2BE

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series B-3 Preferred Stock, Series C-3 Preferred Stock, Series D-3 Preferred Stock and Series E-3 Preferred Stock is convertible into common stock at any time, at the election of the holders thereof, on a 26-for-one basis and has no expiration date.

2. Reflects conversion of preferred stock into common stock.

3. Wellcome Trust Investments 2 Unlimited is a wholly owned subsidiary of The Wellcome Trust Limited as trustee of the Wellcome Trust.

Remarks:

	/s/ Peter Pereira Gray, Managing Director, Investment Division, on behalf of The Wellcome Trust Limited as trustee of the Wellcome Trust and Wellcome Investments 2 Unlimited	11/12/2015
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.