0000899243-16-027734.txt : 20160819 0000899243-16-027734.hdr.sgml : 20160819 20160819162410 ACCESSION NUMBER: 0000899243-16-027734 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160819 FILED AS OF DATE: 20160819 DATE AS OF CHANGE: 20160819 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: Grossi Michael J. CENTRAL INDEX KEY: 0001646301 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35572 FILM NUMBER: 161843422 MAIL ADDRESS: STREET 1: 200 QUANNAPOWITT PARKWAY CITY: WAKEFIELD STATE: MA ZIP: 01880 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-08-19 1 0001549872 XURA, INC. MESG 0001646301 Grossi Michael J. C/O XURA, INC. 200 QUANNAPOWITT PARKWAY WAKEFIELD MA 01880 0 1 0 0 EVP, Chief Revenue Officer Common Stock 2016-08-19 4 D 0 25365 25.00 D 0 D Stock option (right to buy) 23.08 2016-08-19 4 D 0 24890 1.92 D 2024-09-22 Common stock 24890 0 D Stock option (right to buy) 20.68 2016-08-19 4 D 0 53402 4.32 D 2025-06-26 Common stock 53402 0 D 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 Xura, Inc. (the "Company"), on August 19, 2016 (the "Effective Date"), Merger Sub merged with and into the Company, with the Company 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 Company's common stock was converted into the right to receive a cash payment of $25.00 (the "Merger Consideration"). Pursuant to the terms of the Merger Agreement, on the Effective Date, this option was canceled in exchange for the right to receive a cash payment equal to the product of the Merger Consideration less the applicable exercise price per share and the number of shares of common stock subject to such cancelled option. /s/ Roy Luria as Attorney in Fact for Michael J. Grossi 2016-08-19