SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FMR LLC

(Last)

(First)

(Middle)

82 DEVONSHIRE STREET

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XOOM Corp [ XOOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Edward C. Johnson 3d

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2013		C		3,126,701	A	⁽¹⁾	3,126,701	I	by Agilus Ventures IV Limited Partnership
Common Stock	02/21/2013		C		57,571	A	⁽¹⁾	57,571	I	by Agilus Ventures Principals IV Limited Partnership

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Convertible Preferred Stock	⁽¹⁾	02/21/2013		C			10,722,699	⁽¹⁾	⁽¹⁾	Common Stock	2,680,674	⁽¹⁾	0	I	by Agilus Ventures IV Limited Partnership
Series E Convertible Preferred Stock	⁽¹⁾	02/21/2013		C			892,184	⁽¹⁾	⁽¹⁾	Common Stock	223,046	⁽¹⁾	0	I	by Agilus Ventures IV Limited Partnership
Series F Convertible Preferred Stock	⁽¹⁾	02/21/2013		C			891,925	⁽¹⁾	⁽¹⁾	Common Stock	222,981	⁽¹⁾	0	I	by Agilus Ventures IV Limited Partnership
Series D Convertible Preferred Stock	⁽¹⁾	02/21/2013		C			197,436	⁽¹⁾	⁽¹⁾	Common Stock	49,359	⁽¹⁾	0	I	by Agilus Ventures Principals IV Limited Partnership
Series E Convertible Preferred Stock	⁽¹⁾	02/21/2013		C			16,428	⁽¹⁾	⁽¹⁾	Common Stock	4,107	⁽¹⁾	0	I	by Agilus Ventures Principals IV Limited Partnership
Series F Convertible Preferred Stock	⁽¹⁾	02/21/2013		C			16,423	⁽¹⁾	⁽¹⁾	Common Stock	4,105	⁽¹⁾	0	I	by Agilus Ventures Principals IV Limited Partnership

Explanation of Responses:

1. On February 21, 2013, in connection with the completion of the issuer's initial public offering, all shares of Convertible Preferred Stock were automatically converted into Common Stock.

Remarks:

Northern Neck Investors LLC is the ultimate general partner of Agilus Ventures IV Limited Partnership and Agilus Ventures Principals IV Limited Partnership. Northern Neck Investors LLC is owned, directly or indirectly, by various shareholders and employees of FMR LLC, including certain members of the family of Edward C. Johnson 3d.

	Scott C. Goebel, Duly authorized under Powers of Attorney effective as of June 1,2008, by and on behalf of FMR LLC and its direct and indirect subsidiaries and by and on behalf of Edward C. Johnson 3d	02/25/2013
	** 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 4 (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).
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