0000899243-16-027883.txt : 20160823
0000899243-16-027883.hdr.sgml : 20160823
20160823152149
ACCESSION NUMBER: 0000899243-16-027883
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160819
FILED AS OF DATE: 20160823
DATE AS OF CHANGE: 20160823
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: XURA, INC.
CENTRAL INDEX KEY: 0001549872
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 043398741
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 200 QUANNAPOWITT PARKWAY
CITY: WAKEFIELD
STATE: MA
ZIP: 01880
BUSINESS PHONE: 781-246-9000
MAIL ADDRESS:
STREET 1: 200 QUANNAPOWITT PARKWAY
CITY: WAKEFIELD
STATE: MA
ZIP: 01880
FORMER COMPANY:
FORMER CONFORMED NAME: Comverse, Inc.
DATE OF NAME CHANGE: 20120511
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Drapkin Matthew A
CENTRAL INDEX KEY: 0001458693
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35572
FILM NUMBER: 161847154
MAIL ADDRESS:
STREET 1: 10 CORBIN DRIVE
STREET 2: 3RD FLOOR
CITY: DARIEN
STATE: CT
ZIP: 06820
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-08-19
1
0001549872
XURA, INC.
MESG
0001458693
Drapkin Matthew A
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 10 CORBIN DRIVE, 3RD FLOOR
DARIEN
CT
06820
1
0
0
0
Common Stock
2016-08-19
4
D
0
11679
25.00
D
0
D
Common Stock
2016-08-19
4
D
0
205027
25.00
D
0
I
See footnotes
Common Stock
2016-08-19
4
D
0
292128
25.00
D
0
I
See footnotes
Common Stock
2016-08-19
4
D
0
282738
25.00
D
0
I
See footnotes
Common Stock
2016-08-19
4
D
0
189414
25.00
D
0
I
See footnotes
Common Stock
2016-08-19
4
D
0
478136
25.00
D
0
I
See footnotes
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 23, 2016, by and among Sierra Private Holdings II, LLC, a UK company ("Parent"), Sierra Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, on August 19, 2016 (the "Effective Date"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, on the Effective Date, each outstanding share of the Issuers' Common Stock and each Director Stock Unit was converted into the right to receive a cash payment of $25.00.
Represents Common Stock and Director Stock Units of the Issuer that were directly held by Mr. Drapkin.
Represents Common Stock of the Issuer that was directly held by Northern Right Capital (QP), L.P. ("Northern Right QP").
Represents Common Stock of the Issuer that was directly held by Becker Drapkin Partners SLV, Ltd. ("BD SLV").
Represents Common Stock of the Issuer that was directly held by a managed account on behalf of an investment advisory client (the "Managed Account") of Northern Right Capital Management, L.P. ("Northern Right Management").
Represents Common Stock of the Issuer that was directly held by BD Partners VII, L.P. ("BD VII").
Represents Common Stock of the Issuer that was directly held by BD Partners VII SPV, L.P. ("BD VII SPV").
Mr. Drapkin may have been deemed to beneficially own such Common Stock as he is a member of BC Advisors, LLC, which is the general partner of Northern Right Management (of which Mr. Drapkin is a limited partner), and Northern Right Management is the general partner of, and investment manager for, each of Northern Right QP, BD VII, and BD VII SPV, and the investment manager for each of BD SLV and the Managed Account. Mr. Drapkin disclaimed beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein.
/s/ Matthew A. Drapkin
2016-08-23