0001140361-18-009490.txt : 20180222 0001140361-18-009490.hdr.sgml : 20180222 20180221195647 ACCESSION NUMBER: 0001140361-18-009490 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180222 DATE AS OF CHANGE: 20180221 GROUP MEMBERS: AMERICAN SECURITIES ASSOCIATES V, LLC GROUP MEMBERS: AMERICAN SECURITIES LLC GROUP MEMBERS: AMERICAN SECURITIES PARTNERS V(B), L.P. GROUP MEMBERS: AMERICAN SECURITIES PARTNERS V(C), L.P. GROUP MEMBERS: AMERICAN SECURITIES PARTNERS V, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XERIUM TECHNOLOGIES INC CENTRAL INDEX KEY: 0001287151 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 421558674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82597 FILM NUMBER: 18630296 BUSINESS ADDRESS: STREET 1: 14101 CAPITAL BOULEVARD CITY: YOUNGSVILLE STATE: NC ZIP: 27596 BUSINESS PHONE: 919-526-1400 MAIL ADDRESS: STREET 1: 14101 CAPITAL BOULEVARD CITY: YOUNGSVILLE STATE: NC ZIP: 27596 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AS Investors, LLC CENTRAL INDEX KEY: 0001492671 IRS NUMBER: 263649513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O AMERICAN SECURITIES LLC STREET 2: THE CHRYSLER CENTER, 666 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: C/O AMERICAN SECURITIES LLC STREET 2: THE CHRYSLER CENTER, 666 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 formsc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)

Xerium Technologies, Inc.
(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of class of securities)

98416J118
(CUSIP number)

Marc Saiontz
American Securities LLC
299 Park Ave, 34th Floor
New York, NY 10171
(212) 476-8000

Copy to:
Michael Lubowitz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000

(Name, address and telephone number of person authorized to receive notices and communications)

February 15, 2018
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
 
CUSIP No. 8416J118
13D/A
Page 2
 
1
NAME OF REPORTING PERSONS
 
 
AS INVESTORS, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (See Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
996,479 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (See Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
996,479 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
996,479 (See Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.1% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
2
CUSIP No. 8416J118
13D/A
Page 3
 
1
NAME OF REPORTING PERSONS
 
 
AMERICAN SECURITIES PARTNERS V, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (See Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
996,479 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (See Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
996,479 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
996,479 (See Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.1% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
3
CUSIP No. 8416J118
13D/A
Page 4
 
1
NAME OF REPORTING PERSONS
 
 
AMERICAN SECURITIES PARTNERS V(B), L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (See Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
996,479 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (See Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
996,479 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
996,479 (See Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.1% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
4
CUSIP No. 8416J118
13D/A
Page 5
 
1
NAME OF REPORTING PERSONS
 
 
AMERICAN SECURITIES PARTNERS V(C), L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (See Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
996,479 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (See Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
996,479 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
996,479 (See Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.1% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
5
CUSIP No. 8416J118
13D/A
Page 6
 
1
NAME OF REPORTING PERSONS
 
 
AMERICAN SECURITIES ASSOCIATES V, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (See Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
996,479 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (See Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
996,479 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
996,479 (See Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.1% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
6
CUSIP No. 8416J118
13D/A
Page 7
 
1
NAME OF REPORTING PERSONS
 
 
AMERICAN SECURITIES LLC 
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 (See Item 5)
 
 
 
 
8
SHARED VOTING POWER
 
 
1,009,408 (See Item 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 (See Item 5)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,009,408 (See Item 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,009,408 (See Item 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.2% (See Item 5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
7
This Amendment No. 5 (“Amendment No. 5”) amends the Schedule 13D initially filed with the Securities and Exchange Commission (“SEC”) on May 25, 2010, as amended (the “Schedule 13D”), and is filed by and on behalf of (i) AS Investors, LLC (“AS Investors”), (ii) American Securities Partners V, L.P., a Delaware limited partnership (“ASP V”), (iii) American Securities Partners V(B), L.P., a Delaware limited partnership (“ASP V(B)”), (iv) American Securities Partners V(C), L.P., a Delaware limited partnership (“ASP V(C)” and, with ASP V and ASP V(B), the “Sponsors”, the owners of membership interests in AS Investors), (v) American Securities Associates V, LLC (“GP”), the general partner of each Sponsor; and (vi) American Securities LLC, which provides investment advisory services to each Sponsor and GP (the “Advisor”) (each a “Reporting Person” and collectively the “Reporting Persons”), with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Xerium Technologies, Inc. (“Xerium” or the “Issuer”).  Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D.
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 is supplemented as follows:
 
(a) and (b) The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Amendment No. 5 are incorporated herein by reference as of February 20, 2018. As of February 20, 2018, AS Investors was the direct record owner of, and had the power to vote and to dispose or direct the disposition of 996,479 shares of Common Stock, representing approximately 6.1% of the outstanding shares of Common Stock, based on 16,367,743 shares of Common Stock outstanding as of October 30, 2017, as reported in Xerium’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 2017.  As a result of their relationship to AS Investors, ASP V, ASP V(B), ASP V(C), GP, and Advisor may also be deemed to be beneficial owners of Xerium.  Additionally, as of February 20, 2018, Advisor directly owns 12,929 shares of Common Stock.  Accordingly, as of February 20, 2018, Advisor may be deemed to be the beneficial owner of an aggregate of 1,009,408 shares of Common Stock, representing approximately 6.2% of the outstanding shares of Common Stock.
 
(c) No transactions with respect to shares of Common Stock were effected from and including January 11, 2018 (i.e., the most recent filing on Schedule 13D), through and including February 20, 2018, by any of the Reporting Persons or by any of the Scheduled Persons except that AS Investors sold an aggregate of 121,982 shares in the market through a broker and distributed an aggregate of 67,913 shares to its limited partners, in each case, as follows:
 
 
Transaction
Date
Shares*
Price*
Price Range*
Low/High
Sale
11-Jan-2018
25,656
$4.7210
$4.65
$4.76
Sale
12-Jan-2018
9,302
$4.7504
$4.71
$4.76
Sale
16-Jan-2018
3,024
$4.7581
$4.67
$4.82
Sale
13-Feb-2018
11,000
$5.4063
$5.395
$5.455
Sale
14-Feb-2018
3,000
$5.3867
$5.36
$5.40
Sale
15-Feb-2018
70,000
$5.4907
$5.435
$5.665
           
Distribution
7-Feb-2018
67,913
na
na
na

*With respect to sales, the number of securities reported represents an aggregate number of shares executed by a broker-dealer in multiple market transactions over a range of prices.  The price per share reported represents the weighted average price (without regard to brokerage commissions and fees).  AS Investors undertakes to provide the staff of the SEC upon request, the number of shares executed by AS Investors at each separate price within the range.

(d) Not applicable.

(e) Not applicable.
 
8
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.  Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.
 
AS INVESTORS, LLC
   
  By /s/ Marc Saiontz
 
Name:
Marc Saiontz
 
Title:
Vice President
 
Date:
February 20, 2018
   
 
AMERICAN SECURITIES PARTNERS V, L.P.
By:  American Securities Associates V, LLC, its general partner
   
 
By /s/ Michael G. Fisch
 
Name:
Michael G. Fisch
 
Title:
Managing Member
 
Date:
February 20, 2018
 
 
AMERICAN SECURITIES PARTNERS V(B), L.P.
By:  American Securities Associates V, LLC, its general partner
   
 
By: /s/ Michael G. Fisch
 
Name:
Michael G. Fisch
 
Title:
Managing Member
 
Date:
February 20, 2018
 
 
AMERICAN SECURITIES PARTNERS V(C), L.P.
By:  American Securities Associates V, LLC, its general partner
   
 
By: /s/ Michael G. Fisch
 
Name:
Michael G. Fisch
 
Title:
Managing Member
 
Date:
February 20, 2018
   
 
AMERICAN SECURITIES ASSOCIATES V, LLC
   
By /s/ Michael G. Fisch
 
Name:
Michael G. Fisch
 
Title:
Managing Member
 
Date:
February 20, 2018
   
 
AMERICAN SECURITIES LLC
   
 
By /s/ Michael G. Fisch
 
Name:
Michael G. Fisch
 
Title:
President and Chief Executive Officer
 
Date:
February 20, 2018

 
9