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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Warrants (right to buy) | $ 19.55 | 05/25/2010 | J(1) | 809,079 | 05/26/2010 | 05/25/2014 | Common Stock ($0.001 par value) | 809,079 | (1) | 809,079 | I | See footnote (3) | |||
| Common Stock Warrants (right to buy) | $ 19.55 | 05/25/2010 | J(1) | 2,610 | 05/26/2010 | 05/25/2014 | Common Stock ($0.001 par value) | 2,610 | (1) | 2,610 | I | See footnote (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| APAX EUROPE IV GP CO LTD THIRD FLOOR ROYAL BANK PLACE 1 GLATEGNY ESPLANADE, ST. PETER PORT GUERNSEY CHANN ISL, X0 GY12HJ |
X | |||
| /s/ Denise J. Fallaize, as Director | 05/29/2013 | |
| **Signature of Reporting Person | Date | |
| /s/ Simon March, Authorized Signatory for Apax Partners Guernsey Limited, Company Secretary | 05/29/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On May 25, 2010 (the "Effective Date"), the amended joint prepackaged plan of reorganization (the "Plan") of Xerium Technologies, Inc. (the "Company") became effective. Pursuant to the Plan, on the Effective Date, all shares of the Company's common stock outstanding, par value $0.01 (the "Old Common Stock"), were cancelled and replaced with shares of common stock, par value $0.001 (the "New Common Stock"), at a ratio equivalent to a 20 to 1 reverse split of the Company's Old Common Stock. Also on the Effective Date, holders of the Old Common Stock were issued warrants (the "Warrants") to purchase up to 10% of the number of issued and outstanding shares of New Common Stock as of the Effective Date. |
| (2) | Represents shares of Old Common Stock which had been previously been reported as indirectly held through Xerium 3 S.A. and subsequently were held directly by Apax WW Nominees Ltd. and Apax-Xerium APIA L.P., as well as shares of Old Common Stock received in connection with the dividend reinvestment program of the Company, in each case, prior to the May 25, 2010 cancellation of Old Common Stock described in footnote 1 above. |
| (3) | Held through Apax WW Nominees Ltd., as nominee for each of Apax Europe IV-A, L.P., Apax Europe IV-B, L.P., Apax Europe IV-C, GmbH & Co. KG, Apax Europe IV-D, L.P., Apax Europe IV-E, L.P., Apax Europe IV-F, C.V., Apax Europe IV-G, C.V., and Apax Europe IV-H, GmbH & Co. KG (collectively, the "Apax Funds"). The Reporting Person is the indirect general partner of the Apax Funds. |
| (4) | Held through Apax-Xerium APIA L.P., of which the Reporting Person is the indirect general partner. |