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 OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* TRIDENT CAPITAL MANAGEMENT V LLC (Last) (First) (Middle) 505 HAMILTON AVENUE SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol XRS Corp [ XRSC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/29/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to purchase common stock, $0.01 par value(1)	$2.22	08/29/2014		J		90,794.2		08/29/2014	08/29/2021	Common stock, $0.01 par value	90,794.2	$0.00	90,794.2	I	See footnote(2)(3)
Warrant to purchase common stock, $0.01 par value(1)	$2.22	08/29/2014		J		527.7		08/29/2014	08/29/2021	Common stock, $0.01 par value	527.7	$0.00	527.7	I	See footnote(2)(4)
Warrant to purchase common stock, $0.01 par value(1)	$2.22	08/29/2014		J		503.6		08/29/2014	08/29/2021	Common stock, $0.01 par value	503.6	$0.00	503.6	I	See footnote(2)(5)
Warrant to purchase common stock, $0.01 par value(1)	$2.22	08/29/2014		J		2,627.9		08/29/2014	08/29/2021	Common stock, $0.01 par value	2,627.9	$0.00	2,627.9	I	See footnote(2)(6)
Warrant to purchase common stock, $0.01 par value(1)	$2.22	08/29/2014		J		6,898		08/29/2014	08/29/2021	Common stock, $0.01 par value	6,898	$0.00	6,898	I	See footnote(2)(7)

1. Name and Address of Reporting Person* TRIDENT CAPITAL MANAGEMENT V LLC (Last) (First) (Middle) 505 HAMILTON AVENUE SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TRIDENT CAPITAL FUND V AFFILIATES FUND Q LP (Last) (First) (Middle) 505 HAMILTON AVENUE SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TRIDENT CAPITAL FUND V AFFILIATES FUND LP (Last) (First) (Middle) 505 HAMILTON AVENUE SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TRIDENT CAPITAL FUND V PRINCIPALS FUND L P (Last) (First) (Middle) 505 HAMILTON AVENUE SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TRIDENT CAPITAL FUND V LP (Last) (First) (Middle) 505 HAMILTON AVENUE SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TRIDENT CAPITAL PARALLEL FUND V CV (Last) (First) (Middle) 505 HAMILTON AVENUE SUITE 200 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Issued pursuant to the terms of the Common Stock Warrant and Series E Preferred Stock Purchase Agreement dated February 12, 2009.

2. Trident Capital Management-V, L.L.C. ("TCMV") serves as the general partner of each of Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P. and Trident Capital Fund-V Principals Fund, L.P. and the sole investment general partner of Trident Capital Parallel Fund-V, C.V. and TCMV may be deemed to be the benefical owner of the shares held by each of the Trident entities, though TCMV disclaims benefical ownership of the reported securities except to the extent of its pecuniary interest therein.

3. These securities are owned by Trident Capital Fund-V, L.P.

4. These securities are owned by Trident Capital Fund-V Affiliates Fund, L.P.

5. These securities are owned by Trident Capital Fund-V Affiliates Fund (Q), L.P.

6. These securities are owned by Trident Capital Fund-V Principals Fund, L.P.

7. These securities are owned by Trident Capital Parallel Fund-V, C.V.

Remarks:

	Michael W. Weber, Attorney-in-Fact	09/02/2014
	Donald R. Dixon / Managing Director / Trident Capital Fund-V Affiliates Fund (Q), L.P.	02/13/2009
	Donald R. Dixon / Managing Director / Trident Capital Fund-V Affiliates Fund, L.P.	02/13/2009
	Donald R. Dixon / Managing Director / Trident Capital Fund-V Principals Fund, L.P.	02/13/2009
	Donald R. Dixon / Managing Director / Trident Capital Fund-V, L.P.	02/13/2009
	Donald R. Dixon / Managing Director / Trident Capital Parallel Fund-V, C.V.	02/13/2009
	** Signature of Reporting Person	Date
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