UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Xura, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
20585P105
(CUSIP Number)
Northern
Right Capital Management, L.P.
Attn: Chief Compliance Officer
10 Corbin Drive
3rd Floor
Darien, Connecticut 06820
(203) 951-5440
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 2, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Section 240.13d-7 for other parties to whom copies are to be sent.
* |
This Schedule 13D constitutes Amendment No. 2 to the Schedule 13D on behalf of the Reporting Persons listed herein, except for Becker Drapkin Partners SLV, Ltd., for which it is the initial filing of Schedule 13D.
|
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
|
1 |
|
NAME OF
REPORTING PERSONS Northern Right Capital Management, L.P. (f/k/a Becker Drapkin
Management, L.P.) |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
OO |
5 |
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION Texas |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
282,738 |
|
8 |
|
SHARED VOTING POWER
1,164,705 |
|
9 |
|
SOLE DISPOSITIVE POWER
282,738 |
|
10 |
|
SHARED DISPOSITIVE POWER
1,164,705 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,447,443 |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 5.8% |
14 |
|
TYPE OF REPORTING PERSON
IA, PN |
|
|
|
|
|
|
|
1 |
|
NAME OF
REPORTING PERSONS Northern Right Capital (QP), L.P. (f/k/a Becker Drapkin Partners
(QP), L.P.) |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
WC |
5 |
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION Texas |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
205,027 |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
205,027 |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,027 |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0.8% |
14 |
|
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
|
|
1 |
|
NAME OF
REPORTING PERSONS Becker Drapkin Partners, L.P. |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
WC |
5 |
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION Texas |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
0 |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
0 |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0.0% |
14 |
|
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
|
|
1 |
|
NAME OF
REPORTING PERSONS BD Partners VII, L.P. |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
WC |
5 |
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION Texas |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
189,414 |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
189,414 |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,414 |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0.8% |
14 |
|
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
|
|
1 |
|
NAME OF
REPORTING PERSONS BD Partners VII SPV, L.P. |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
WC |
5 |
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
478,136 |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
478,136 |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
478,136 |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.9% |
14 |
|
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
|
|
1 |
|
NAME OF
REPORTING PERSONS Becker Drapkin Partners SLV, Ltd. |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
WC |
5 |
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Island |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
292,128 |
|
8 |
|
SHARED VOTING POWER
0 |
|
9 |
|
SOLE DISPOSITIVE POWER
292,128 |
|
10 |
|
SHARED DISPOSITIVE POWER
0 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
292,128 |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.2% |
14 |
|
TYPE OF REPORTING PERSON
CO |
|
|
|
|
|
|
|
1 |
|
NAME OF
REPORTING PERSONS BC Advisors, LLC |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
OO |
5 |
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION Texas |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
0 |
|
8 |
|
SHARED VOTING POWER
1,447,443 |
|
9 |
|
SOLE DISPOSITIVE POWER
0 |
|
10 |
|
SHARED DISPOSITIVE POWER
1,447,443 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,447,443 |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 5.8% |
14 |
|
TYPE OF REPORTING PERSON
IA, OO |
|
|
|
|
|
|
|
1 |
|
NAME OF
REPORTING PERSONS Steven R. Becker |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
OO |
5 |
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
0 |
|
8 |
|
SHARED VOTING POWER
1,242,416 |
|
9 |
|
SOLE DISPOSITIVE POWER
0 |
|
10 |
|
SHARED DISPOSITIVE POWER
1,242,416 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,242,416 |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 5.0% |
14 |
|
TYPE OF REPORTING PERSON
IN |
|
|
|
|
|
|
|
1 |
|
NAME OF
REPORTING PERSONS Matthew A. Drapkin |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3 |
|
SEC USE ONLY
|
4 |
|
SOURCE OF FUNDS
OO |
5 |
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
3,599 |
|
8 |
|
SHARED VOTING POWER
1,447,443 |
|
9 |
|
SOLE DISPOSITIVE POWER
3,599 |
|
10 |
|
SHARED DISPOSITIVE POWER
1,447,443 |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,451,042 |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 5.8% |
14 |
|
TYPE OF REPORTING PERSON
IN |
This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and
Exchange Commission (the SEC) on December 2, 2013 and Amendment No. 1 thereto, filed with the SEC on March 12, 2014, on behalf of the Reporting Persons (as defined below) (other than Becker Drapkin Partners SLV, Ltd.) and
constitutes the iniital filing on Schedule 13D filed with the SEC on behalf of Becker Drapkin Partners SLV, Ltd., in each case, with respect to the shares of common stock, par value $0.01 per share (the Common Stock), of Xura, Inc., a
Delaware corporation (the Issuer). This Amendment No. 2 to Schedule 13D constitutes an exit filing with respect to the Schedule 13D filed on behalf of Becker Drapkin Partners, L.P.
Item 2. |
Identity and Background |
Item 2 is amended and restated in its entirety as of the
date hereof:
(a) This Statement is filed jointly on behalf of the following persons (collectively, the Reporting Persons):
Northern Right Capital Management, L.P. (f/k/a Becker Drapkin Management, L.P.), a Texas limited partnership (NRC Management); Northern Right Capital (QP), L.P. (f/k/a Becker Drapkin Partners (QP), L.P.), a Texas limited partnership
(NRC QP); Becker Drapkin Partners, L.P., a Texas limited partnership (Becker Drapkin, L.P.); BD Partners VII, L.P., a Texas limited partnership (BD VII); BD Partners VII SPV, L.P., a Delaware limited partnership
(BD VII SPV); Becker Drapkin Partners SLV, Ltd., a Cayman Island exempted company (BD SLV); BC Advisors, LLC, a Texas limited liability company (BCA); Steven R. Becker (Mr. Becker); and Matthew A.
Drapkin (Mr. Drapkin). The Reporting Persons are filing this Statement jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1 and incorporated herein by reference (the Joint Filing
Agreement).
NRC QP, BD VII, BD VII SPV and BD SLV are collectively referred to herein as the Reporting Funds.
Mr. Becker and Mr. Drapkin are the members of BCA, and BCA is the general partner of NRC Management. Mr. Becker and
Mr. Drapkin are also limited partners of NRC Management. NRC Management is the general partner of, and investment manager for, each of NRC QP, BD VII, BD VII SPV and Becker Drapkin, L.P., and the investment manager for each of BD SLV and a
separate managed account on behalf of an investment advisory client (the Managed Account).
(b) The business address of the
Reporting Persons except for Mr. Becker is 10 Corbin Drive, 3rd Floor, Darien, Connecticut 06820. The business address of Mr. Becker is 500 Crescent Court, Suite 230, Dallas, Texas
75201.
(c) The present principal occupation of Mr. Drapkin is managing BCA. The present principal occupation of Mr. Becker is
co-managing certain aspects of BCA, including all actions thereof with respect to Becker Drapkin, L.P., BD VII, BD VII SPV, BD SLV and the Managed Account, as well as serving as Principal of Western Family Value, LLC. The principal business of BCA
is serving as the general partner of NRC Management. The principal business of NRC Management is serving as the general partner of, and investment manager for, each of NRC QP, BD VII, BD VII SPV and Becker Drapkin, L.P., and as the investment
manager for each of BD SLV and the Managed Account. The principal business of each of the Reporting Funds and Becker Drapkin, L.P. is acquiring and holding securities for investment purposes.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Becker and Mr. Drapkin are citizens of the
United States of America. The place of organization of all other Reporting Persons is listed in paragraph (a) of this Item 2.
Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 is amended and
supplemented to add the following information for updating as of the date hereof:
The Reporting Persons expended an aggregate amount equal
to $45,397,143 (including commissions) to purchase 1,447,443 shares of Common Stock.
Item 4. |
Purpose of Transaction |
Item 4 is amended and supplemented to add the following
information for updating as of the date hereof:
(a)-(j) The prior disclosures in Item 4 of the Schedule 13D are incorporated
herein with respect to BD SLV. Subject to applicable law and regulations and, depending upon certain factors, including the liquidity of shares of Common Stock at prices that would make the disposition of such shares desirable, NRC Management and BD
SLV intend to dispose of the shares of Common Stock held by the Managed Account and BD SLV, respectively, through the sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the
applicable Reporting Persons deem advisable.
Item 5. |
Interest in Securities of the Issuer |
Item 5 is amended and supplemented to add the
following information for updating as of the date hereof:
(a), (b) The Reporting Persons may be deemed to beneficially own in the
aggregate 1,451,042 shares of Common Stock. Based upon a total of 25,058,741 outstanding shares of Common Stock, as reported in the Issuers quarterly report on Form 10-Q for the quarter ended July 31, 2015, the Reporting Persons
shares represent approximately 5.791% of the outstanding shares of Common Stock.
NRC QP owns 205,027 shares of Common Stock (the NRC
QP Shares), which represent approximately 0.818% of the outstanding shares of Common Stock. NRC QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the NRC QP Shares. NRC QP disclaims
beneficial ownership of the BD VII Shares (as defined below), the BD VII SPV Shares (as defined below), the BD SLV Shares (as defined below) and the Managed Account Shares (as defined below).
Becker Drapkin, L.P. does not own any shares of Common Stock and does not have the power to vote or to direct the vote of (and the power to
dispose or direct the disposition of) any shares of Common Stock. Becker Drapkin, L.P. disclaims beneficial ownership of the NRC QP Shares, the BD VII Shares, the BD VII SPV Shares, the BD SLV Shares and the Managed Account Shares.
BD VII owns 189,414 shares of Common Stock (the BD VII Shares), which represent approximately 0.756% of the outstanding shares of
Common Stock. BD VII has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the BD VII Shares. BD VII disclaims beneficial ownership of the NRC QP Shares, the BD VII SPV Shares, the BD SLV Shares and
the Managed Account Shares.
BD VII SPV owns 478,136 shares of Common Stock (the BD VII SPV Shares), which represent
approximately 1.908% of the outstanding shares of Common Stock. BD VII SPV has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the BD VII SPV Shares. BD VII SPV disclaims beneficial ownership of the
NRC QP Shares, the BD VII Shares, the BD SLV Shares and the Managed Account Shares.
BD SLV owns 292,128 shares of Common Stock (the
BD SLV Shares), which represent approximately 1.166% of the outstanding shares of Common Stock. BD SLV has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the BD SLV Shares. BD SLV
disclaims beneficial ownership of the NRC QP Shares, the BD VII Shares, the BD VII SPV Shares and the Managed Account Shares.
As general partner and investment manager of NRC QP and investment manager of BD SLV, NRC
Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the NRC QP Shares and BD SLV Shares. NRC Management disclaims beneficial ownership of the NRC QP Shares,
the BD VII Shares, the BD VII SPV Shares and the BD SLV Shares. NRC Management in its capacity as investment manager for the Managed Account may be deemed to have the sole power to vote or direct the vote of (and the sole power to dispose or direct
the disposition of) 282,738 shares held by the Managed Account (the Managed Account Shares), which represent approximately 1.128% of the outstanding shares of Common Stock.
As general partner of NRC Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose
or direct the disposition of) any shares of Common Stock beneficially owned by NRC Management. BCA disclaims beneficial ownership of any shares of Common Stock beneficially owned by NRC Management.
As a member of BCA and pursuant to the operating agreement of BCA, Mr. Drapkin may be deemed to have the shared power to vote or direct
the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA. Mr. Drapkin disclaims beneficial ownership of any shares of Common Stock beneficially owned by BCA.
Mr. Drapkin directly beneficially owns 3,599 shares of Common Stock of the Issuer, which represent 0.014% of the outstanding shares of Common Stock. All Reporting Persons, except Mr. Drapkin, disclaim beneficial ownership of the 3,599
shares of Common Stock directly beneficially owned by Mr. Drapkin.
As a member of BCA and pursuant to the operating agreement of BCA,
Mr. Becker may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the BV VII Shares, the BD VII SPV Shares, the BD SLV Shares and the Managed Account Shares.
Mr. Becker disclaims beneficial ownership of any shares of Common Stock beneficially owned by BCA.
As of the date hereof, no
Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.
(c) On November 2, 2015, as part of
an internal restructuring of the entities managed by NRC Management, (i) NRC QP transferred 239,051 shares of Common Stock to BD SLV, (ii) Becker Drapkin, L.P. transferred 53,077 shares of Common Stock to BD SLV and (iii) Becker
Drapkin, L.P. transferred 7,880 shares of Common Stock to NRC QP, in each case in exchange for interests of the applicable transferee.
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
On November 4, 2015, the Reporting Persons entered in the Joint Filing Agreement pursuant to which they agreed to the joint filing on
behalf of each of them of this statement on Schedule 13D with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 3.
Item 7. |
Material to be Filed as Exhibits |
|
|
|
|
|
Exhibit 3 |
|
Joint Filing Agreement, dated November 4, 2015, by and among Northern Right Capital Management, L.P.; Northern Right Capital (QP), L.P., Becker Drapkin Partners, L.P.; BD Partners VII, L.P.; BD Partners VII SPV, L.P.; Becker
Drapkin Partners SLV, Ltd.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin |
13
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certified
that the information set forth in this statement is true, complete and correct.
Dated: November 4, 2015
|
|
|
NORTHERN RIGHT CAPITAL MANAGEMENT, L.P. |
|
|
By: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
|
|
|
|
NORTHERN RIGHT CAPITAL (QP), L.P. |
|
|
By: |
|
Northern Right Capital Management, L.P., its general partner |
|
|
|
|
|
BY: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
|
|
|
BECKER DRAPKIN PARTNERS, L.P. |
|
|
By: |
|
Northern Right Capital Management, L.P., its general partner |
|
|
|
|
|
BY: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
|
|
|
|
BD PARTNERS VII, L.P. |
|
|
By: |
|
Northern Right Capital Management, L.P., its general partner |
|
|
|
|
|
BY: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
|
|
|
|
BD PARTNERS VII SPV, L.P. |
|
|
By: |
|
Northern Right Capital Management, L.P., its general partner |
|
|
|
|
|
BY: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
|
|
|
|
BECKER DRAPKIN PARTNERS SLV, LTD. |
|
|
By: |
|
Northern Right Capital Management, L.P., its investment manager |
|
|
|
|
|
BY: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
|
|
BC ADVISORS, LLC |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
STEVEN R. BECKER |
|
/s/ Steven R. Becker |
|
MATTHEW A. DRAPKIN |
|
/s/ Matthew A. Drapkin |
Exhibit 3
JOINT FILING AGREEMENT
In accordance with Rule
13d-1(k) and Rule 16a-3(j) of the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) and any required
statements on Form 3 or Form 4 with respect to the Common Stock of Xuma, Inc. This Agreement may be included as an Exhibit to such Schedule 13D and any statement on Form 3.
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, Form 3 and
Form 4, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the
extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: November 4, 2015
|
|
|
NORTHERN RIGHT CAPITAL MANAGEMENT, L.P. |
|
|
By: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
|
|
|
|
NORTHERN RIGHT CAPITAL (QP), L.P. |
|
|
By: |
|
Northern Right Capital Management, L.P., its general partner |
|
|
|
|
|
By: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
|
|
|
BECKER DRAPKIN PARTNERS, L.P. |
|
|
By: |
|
Northern Right Capital Management, L.P., its general partner |
|
|
|
|
|
By: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
|
|
|
|
BD PARTNERS VII, L.P. |
|
|
By: |
|
Northern Right Capital Management, L.P., its general partner |
|
|
|
|
|
By: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
|
|
|
|
BD PARTNERS VII SPV, L.P. |
|
|
By: |
|
Northern Right Capital Management, L.P., its general partner |
|
|
|
|
|
By: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
|
|
|
|
BECKER DRAPKIN PARTNERS SLV, LTD. |
|
|
By: |
|
Northern Right Capital Management, L.P., its investment manager |
|
|
|
|
|
By: |
|
BC Advisors, LLC, its general partner |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
|
|
BC ADVISORS, LLC |
|
|
By: |
|
/s/ Matthew A. Drapkin |
|
|
Name: Matthew A. Drapkin |
|
|
Title: Authorized Signatory |
|
|
By: |
|
/s/ Steven R. Becker |
|
|
Name: Steven R. Becker |
|
|
Title: Authorized Signatory |
|
STEVEN R. BECKER |
|
/s/ Steven R. Becker |
|
MATTHEW A. DRAPKIN |
|
/s/ Matthew A. Drapkin |
Xura, Inc. (NASDAQ:MESG)
Historical Stock Chart
From May 2024 to Jun 2024
Xura, Inc. (NASDAQ:MESG)
Historical Stock Chart
From Jun 2023 to Jun 2024