0000904454-16-000890.txt : 20160125 0000904454-16-000890.hdr.sgml : 20160125 20160122173202 ACCESSION NUMBER: 0000904454-16-000890 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160125 DATE AS OF CHANGE: 20160122 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87049 FILM NUMBER: 161356999 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Obsidian Management LLC CENTRAL INDEX KEY: 0001476276 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 400 EAST 84TH ST. #39C CITY: NEW YORK STATE: NY ZIP: 10028 BUSINESS PHONE: 917-327-2783 MAIL ADDRESS: STREET 1: 400 EAST 84TH ST. #39C CITY: NEW YORK STATE: NY ZIP: 10028 SC 13G 1 s13g_012216-xura.htm SCHEDULE 13G FOR XURA, INC. BY OBSIDIAN MANAGEMENT, LLC s13g_012216-xura.htm
 
 
 






UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*


XURA, INC. (FORMERLY COMVERSE, INC.)
(Name of Issuer)
 
Common Stock, $0.01 par value per share
 
(Title of Class of Securities)
 
98420V107
 
(CUSIP Number)
 
December 31, 2015
 
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
£
Rule 13d-1(b)
 
T
Rule 13d-1(c)
 
£
Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 





 
 
 
CUSIP No. 98420V107
    



 
1
NAMES OF REPORTING PERSONS
Obsidian Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)          £
(b)          T
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
933,555 *
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
933,555 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
933,555 *
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%**
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

* As of December 31, 2015
 
** Based on 25,003,028 shares of Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2015 filed with the Securities and Exchange Commission on December 28, 2015.
 

 
 
 
CUSIP No. 98420V107
    



 
1
NAMES OF REPORTING PERSONS
Carl D. Berg, individually and as trustee of the Carl Berg GST Exempt 2012 Trust and Berg Family 2010 Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)          £
(b)          T
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
81,250
6
SHARED VOTING POWER
1,168,850*
7
SOLE DISPOSITIVE POWER
81,250
8
SHARED DISPOSITIVE POWER
1,168,850*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,100
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%**
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, OO

* As of December 31, 2015 and consisting of (i) 933,555 shares held by Obsidian Management LLC, of which Mr. Berg is a member, and (ii) 235,295 shares of Common Stock held in accounts over which Mr. Berg exercises investment discretion (including those of the Carl Berg GST Exempt 2012 Trust and Berg Family 2010 Trust).
 
** Based on 25,003,028 shares of Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2015 filed with the Securities and Exchange Commission on December 28, 2015.
 

 

 

 
 
 
CUSIP No. 98420V107
    



 
1
NAMES OF REPORTING PERSONS
Carl Berg GST Exempt 2012 Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)          £
(b)          T
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
200,500 *
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
200,500 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,500 *
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%**
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

* As of December 31, 2015
 
** Based on 25,003,028 shares of Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2015 filed with the Securities and Exchange Commission on December 28, 2015.
 

 

 

 
 
 
CUSIP No. 98420V107
    



 
1
NAMES OF REPORTING PERSONS
Berg Family 2010 Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)          £
(b)          T
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
27,500 *
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
27,500 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,500 *
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%*
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

 
 * As of December 31, 2015
 
** Based on 25,003,028 shares of Common Stock outstanding as of November 30, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 31, 2015 filed with the Securities and Exchange Commission on December 28, 2015.
 
 
 
 

 

 
 
 
CUSIP No. 98420V107
    


AMENDMENT NO. 1 TO SCHEDULE 13G (FINAL AMENDMENT)
 
Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission on behalf of the Reporting Persons with respect to the Common Stock of the Issuer on January 23, 2015 (the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.
 
The following items of the Schedule 13G are amended and restated as follows:
 
Item 1(a) - Name of Issuer:
 
Xura, Inc.  (The Issuer changed its name from Comverse, Inc. to Xura, Inc. effective September 9, 2015.)
 
Item 2(e) -  CUSIP Number:
 
98420V107
 
Item 4 (a) through (c) – Ownership:
 
The information requested hereunder is incorporated by reference to the cover pages to this Amendment No. 1 to Schedule 13D.
 
Item 5 – Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that the Reporting Persons have ceased to be beneficial owners of more than five percent of the Common Stock, check the following:  [X].
 


 
 
 
CUSIP No. 20585P105

SIGNATURES
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  January 22, 2016

 
OBSIDIAN MANAGEMENT LLC
 
 
By:
/s/ Carl D. Berg
   
Name: Carl D. Berg
Title:   Member
 
   
/s/ Carl D. Berg
   
CARL D. BERG
 
   
/s/ Carl D. Berg
   
CARL D. BERG, as trustee of the CARL BERG GST EXEMPT 2012 TRUST and the BERG FAMILY 2010 TRUST