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

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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^*

REIGEL DONALD E JR

(Last)

(First)

(Middle)

1095 S PITKIN AVE

(Street)

SUPERIOR

80027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XETA TECHNOLOGIES INC [ XETA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Director-Avaya Sales

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2011

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	05/31/2011		D		117,878	D	$5.5⁽¹⁾	0	D
Xeta Stock Fund in 401k Plan	05/31/2011		D		8,465⁽⁴⁾	D	$5.5⁽¹⁾	0	I	Stock in 401k Plan

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)
Stock Options (Right to Buy)	$2.9	05/31/2011		D			15,000	⁽²⁾	12/27/2016	Common Stock	0	⁽³⁾	15,000	D
Stock Options (Right to Buy)	$2.95	05/31/2011		D			30,000	10/19/2009	10/19/2011	Common Stock	0	⁽³⁾	0	D
Stock Options (Right to Buy)	$2.54	05/31/2011		D			11,338	⁽⁵⁾	10/16/2015	Common Stock	0	⁽³⁾	0	D
Stock Options (Right to Buy)	$1.77	05/31/2011		D			15,000	⁽⁶⁾	12/18/2014	Common Stock	0	⁽³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to Agreement and Plan of Merger, dated February 8, 2011, by and among XETA Technologies, Inc., PAETEC Holding Corp. and Hera Corparation; each share has been converted into the right to receive $5.50 per share (the Merger Consideration")

2. 50% of the total number of shares covered by such option vested on the effective date of the merger May 31, 2011; the remaining 50% of the shares covered by such option were forfeited upon cancellation of the option.

3. Each vested option was cancelled and converted into the right to receive a cash per share payment equal to the product of (i) the excess of the Merger Consideration over the applicable exercise price of such option and (ii) the number of shares of the Company's common stock issuable upon exercise of the option less any applicable withholding taxes.

4. Represents the equivalent number of shares held as units for the reporting person's account by the Company's 401k retirement plan.

5. 50% of the total number of shares covered by such option vested pursuant to its terms on October 16, 2010; on the effective date of the merger, May 31, 2011, the remaining 50% of the shares covered by such option vested.

6. Option vested in full on the effective date of the merger May 31, 2011.

	Donald E. Reigel Jr.	05/31/2011
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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