FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Drapkin Matthew A
2. Issuer Name and Ticker or Trading Symbol

XURA, INC. [ MESG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O NORTHERN RIGHT CAPITAL MANAGEMENT,, L.P., 10 CORBIN DRIVE, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

8/19/2016
(Street)

DARIEN, CT 06820
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   8/19/2016     D    11679   (1) (2) D $25.00   0   D   (3)  
Common Stock   8/19/2016     D    205027   (1) (2) D $25.00   0   I   See footnotes   (4) (9)
Common Stock   8/19/2016     D    292128   (1) (2) D $25.00   0   I   See footnotes   (5) (9)
Common Stock   8/19/2016     D    282738   (1) (2) D $25.00   0   I   See footnotes   (6) (9)
Common Stock   8/19/2016     D    189414   (1) (2) D $25.00   0   I   See footnotes   (7) (9)
Common Stock   8/19/2016     D    478136   (1) (2) D $25.00   0   I   See footnotes   (8) (9)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  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 the Issuer, on August 19, 2016 (the "Effective Date"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent.
( 2)  Pursuant to the terms of the Merger Agreement, on the Effective Date, each outstanding share of the Issuers' Common Stock and each Director Stock Unit was converted into the right to receive a cash payment of $25.00.
( 3)  Represents Common Stock and Director Stock Units of the Issuer that were directly held by Mr. Drapkin.
( 4)  Represents Common Stock of the Issuer that was directly held by Northern Right Capital (QP), L.P. ("Northern Right QP").
( 5)  Represents Common Stock of the Issuer that was directly held by Becker Drapkin Partners SLV, Ltd. ("BD SLV").
( 6)  Represents Common Stock of the Issuer that was directly held by a managed account on behalf of an investment advisory client (the "Managed Account") of Northern Right Capital Management, L.P. ("Northern Right Management").
( 7)  Represents Common Stock of the Issuer that was directly held by BD Partners VII, L.P. ("BD VII").
( 8)  Represents Common Stock of the Issuer that was directly held by BD Partners VII SPV, L.P. ("BD VII SPV").
( 9)  Mr. Drapkin may have been deemed to beneficially own such Common Stock as he is a member of BC Advisors, LLC, which is the general partner of Northern Right Management (of which Mr. Drapkin is a limited partner), and Northern Right Management is the general partner of, and investment manager for, each of Northern Right QP, BD VII, and BD VII SPV, and the investment manager for each of BD SLV and the Managed Account. Mr. Drapkin disclaimed beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Drapkin Matthew A
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 10 CORBIN DRIVE, 3RD FLOOR
DARIEN, CT 06820
X



Signatures
/s/ Matthew A. Drapkin 8/23/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Xura, Inc. (NASDAQ:MESG)
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부터 5월(5) 2024 으로 6월(6) 2024 Xura, Inc. 차트를 더 보려면 여기를 클릭.
Xura, Inc. (NASDAQ:MESG)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024 Xura, Inc. 차트를 더 보려면 여기를 클릭.