Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
The information required in 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 the section of the Act but shall be subject to all other provisions of that Act
(however, see the Notes).
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Access Media, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
1
|
12
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
|
1
|
Based on 25,018,539 outstanding shares of common stock as of May 17, 2016 as reported on the Issuers Annual Report on Form 10-K for the fiscal year ended January 31, 2016, filed with the Securities and Exchange
Commission on May 23, 2016.
|
2 of 17
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Access Media GP, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
2
|
12
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
|
2
|
Based on 25,018,539 outstanding shares of common stock as of May 17, 2016 as reported on the Issuers Annual Report on Form 10-K for the fiscal year ended January 31, 2016, filed with the Securities and Exchange
Commission on May 23, 2016.
|
3 of 17
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Access Media (US), LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
3
|
12
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO (Limited Liability Company)
|
3
|
Based on 25,018,539 outstanding shares of common stock as of May 17, 2016 as reported on the Issuers Annual Report on Form 10-K for the fiscal year ended January 31, 2016, filed with the Securities and Exchange
Commission on May 23, 2016.
|
4 of 17
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Access Industries Holdings LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
4
|
12
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO (Limited Liability Company)
|
4
|
Based on 25,018,539 outstanding shares of common stock as of May 17, 2016 as reported on the Issuers Annual Report on Form 10-K for the fiscal year ended January 31, 2016, filed with the Securities and Exchange
Commission on May 23, 2016.
|
5 of 17
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Access Industries, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
5
|
12
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO (Limited Liability Company)
|
5
|
Based on 25,018,539 outstanding shares of common stock as of May 17, 2016 as reported on the Issuers Annual Report on Form 10-K for the fiscal year ended January 31, 2016, filed with the Securities and Exchange
Commission on May 23, 2016.
|
6 of 17
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Access Industries Management, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
6
|
12
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO (Limited Liability Company)
|
6
|
Based on 25,018,539 outstanding shares of common stock as of May 17, 2016 as reported on the Issuers Annual Report on Form 10-K for the fiscal year ended January 31, 2016, filed with the Securities and Exchange
Commission on May 23, 2016.
|
7 of 17
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSONS
Len Blavatnik
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.0%
7
|
12
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
|
7
|
Based on 25,018,539 outstanding shares of common stock as of May 17, 2016 as reported on the Issuers Annual Report on Form 10-K for the fiscal year ended January 31, 2016, filed with the Securities and Exchange
Commission on May 23, 2016.
|
8 of 17
CUSIP No. 98420V107
Xura, Inc. (the Issuer)
|
(b)
|
Address of Issuers Principal Executive Offices:
|
200 Quannapowitt Parkway
Wakefield, MA 01880
|
(a)
|
Name of Person Filing:
|
This filing is being made on behalf of (collectively, the
Access Filers):
Access Media, L.P.
Access Media GP, L.P.
Access
Media (US), LLC
Access Industries Holdings LLC
Access Industries, LLC
Access
Industries Management, LLC
Len Blavatnik
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
Access Media, L.P.
c/o Access Industries, Inc.
730
Fifth Avenue, 20
th
Floor
New York, NY 10019
Access Media GP, L.P.
c/o Access
Industries, Inc.
730 Fifth Avenue, 20
th
Floor
New York, NY 10019
Access Media
(US), LLC
c/o Access Industries, Inc.
730 Fifth Avenue, 20
th
Floor
New York, NY 10019
Access
Industries Holdings LLC
c/o Access Industries, Inc.
730 Fifth Avenue, 20
th
Floor
New York, NY 10019
9 of 17
Access Industries, LLC
c/o Access Industries, Inc.
730
Fifth Avenue, 20
th
Floor
New York, NY 10019
Access Industries Management, LLC
c/o Access Industries, Inc.
730
Fifth Avenue, 20
th
Floor
New York, NY 10019
Len Blavatnik
c/o Access
Industries, Inc.
730 Fifth Avenue, 20
th
Floor
New York, NY 10019
Access Media, L.P. is a partnership organized under the laws of the Cayman
Islands.
Access Media GP, L.P. is a partnership organized under the laws of the Cayman Islands.
Access Media (US), LLC is a limited liability company organized under the laws of the State of Delaware.
Access Industries Holdings LLC is a limited liability company organized under the laws of the State of Delaware.
Access Industries, LLC is a limited liability company organized under the laws of the State of Delaware.
Access Industries Management, LLC is a limited liability company organized under the laws of the State of Delaware.
Mr. Blavatnik is a citizen of the United States of America.
|
(d)
|
Title of Class of Securities:
|
Common Stock, $0.01 par value per share
98420V107
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
¨
Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o);
(b)
¨
Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c)
¨
Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c);
10 of 17
(d)
¨
Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)
¨
An investment adviser in accordance with §240.13d-1(b) (1)(ii)(E);
(f)
¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b) (1)(ii)(F);
(g)
¨
A parent holding company or control person in accordance with
§240.13d-1(b) (1)(ii)(G);
(h)
¨
A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
¨
A non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J);
(k)
¨
Group, in accordance with §
240.13d-1(b)(1)(ii)(K).
Not Applicable.
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
(a)
|
Amount beneficially owned
:
|
See the responses to Item 9 on the attached cover
pages.
Access Media, L.P. (AM LP) received 1,684,086 shares of common stock of the Issuer (formerly known as Comverse, Inc.)
on August 6, 2015 as partial consideration in connection with the Issuers acquisition of Acision Global Limited, which represented 6.7% of the Issuers shares of common stock.
*
AM LP held the 1,684,086 shares of common stock of the Issuer directly. Each of Access Media GP, L.P. (AM GP), Access
Media (US), LLC (AM LLC), Access Industries Holdings LLC (AIH LLC), Access Industries, LLC (AI LLC), Access Industries Management, LLC (AIM LLC) and Len Blavatnik may have been deemed to beneficially
own the 1,684,086 shares of common stock of the Issuer held directly by AM LP. AM GP is the general partner of AM LP and, as such, may have been deemed to share voting and investment power over the shares of common stock of the Issuer deemed
beneficially owned by AM LP. AM LLC is the general partner of AM GP and, as such, may have been deemed to share voting and investment power over the shares of common stock of the Issuer deemed beneficially owned by AM LP and AM GP. AIH LLC controls
AM LLC and, as such, may have been deemed to share voting and investment power over the shares of common stock of the Issuer deemed beneficially owned by AM LP, AM GP and AM LLC. AI LLC holds a majority of the outstanding voting interests in AIH LLC
and, as a result, may have been deemed to share voting and investment power over the the shares of common stock of the Issuer deemed beneficially owned by AM LP, AM GP, AM LLC and AIH LLC. AIM LLC controls AIH LLC and AI LLC, and, as such, may have
been deemed to share voting and investment power over the
*
|
Based on 25,058,741 outstanding shares of common stock as of August 31, 2015 as reported on the
Issuers quarterly report on Form 10-Q for the quarter ended July 31, 2015, filed with the Securities and Exchange Commission on September 9, 2015.
|
11 of 17
shares of common stock of the Issuer deemed beneficially owned by AM LP, AM GP, AM LLC, AIH LLC and AI LLC. Mr. Blavatnik controls AIM LLC and a majority of the outstanding voting interests
in AI LLC and, as such, may have been deemed to share voting and investment power over the shares of common stock of the Issuer deemed beneficially owned by AM LP, AM GP, AM LLC, AIH LLC, AI LLC and AIM LLC. Each of AM GP, AM LLC, AIH LLC, AI LLC,
AIM LLC and Len Blavatnik, and each of their affiliated entities and the officers, partners, members and managers thereof, other than AM LP, disclaimed beneficial ownership of the shares held by AM LP.
On May 27, 2016, AM LP sold all 1,684,086 shares of common stock of the Issuer and the Access Filers no longer beneficially own any shares
of common stock of the Issuer.
0%
(c)
|
Number of shares as to which the person has:
|
(i) Sole power to vote or to direct the
vote:
0
(ii) Shared
power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition:
0
(iv) Shared power to
dispose or to direct the disposition:
0
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
x
:
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not Applicable.
|
Based on 25,018,539 outstanding shares of common stock as of May 17, 2016 as reported on the Issuers Annual Report on Form 10-K for the fiscal year ended January 31, 2016, filed with the Securities and
Exchange Commission on May 23, 2016.
|
12 of 17
Item 8.
|
Identification and Classification of Members of the Group.
|
Not Applicable.
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
13 of 17
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: May 31, 2016
|
|
|
ACCESS MEDIA, L.P.
|
|
By: Access Media GP, L.P., its General Partner
By: Access Media (US), LLC, its General Partner
By: Access
Industries Management, LLC, its Manager
|
|
|
|
|
/s/ Alejandro Moreno
|
|
|
Signature
|
|
|
|
|
Alejandro Moreno / Executive Vice President
|
|
|
Name/Title
|
|
|
ACCESS MEDIA GP, L.P.
|
|
By: Access Media (US), LLC, its General Partner
By: Access Industries Management, LLC, its Manager
|
|
|
|
|
/s/ Alejandro Moreno
|
|
|
Signature
|
|
|
|
|
Alejandro Moreno / Executive Vice President
|
|
|
Name/Title
|
|
|
ACCESS MEDIA (US), LLC
|
|
By: Access Industries Management, LLC, its Manager
|
|
|
|
|
/s/ Alejandro Moreno
|
|
|
Signature
|
|
|
|
|
Alejandro Moreno / Executive Vice President
|
|
|
Name/Title
|
|
|
ACCESS INDUSTRIES HOLDINGS LLC
|
|
By: Access Industries Management, LLC, its Manager
|
|
|
|
|
/s/ Alejandro Moreno
|
|
|
Signature
|
|
|
|
|
Alejandro Moreno / Executive Vice President
|
|
|
Name/Title
|
|
|
ACCESS INDUSTRIES, LLC
|
|
By: Access Industries Management, LLC, its Manager
|
|
|
|
|
/s/ Alejandro Moreno
|
|
|
Signature
|
|
|
|
|
Alejandro Moreno / Executive Vice President
|
|
|
Name/Title
|
14 of 17
|
|
|
|
|
ACCESS INDUSTRIES MANAGEMENT, LLC
|
|
/s/ Alejandro Moreno
|
|
|
Signature
|
|
|
|
|
Alejandro Moreno / Executive Vice President
|
|
|
Name/Title
|
|
|
|
|
*
|
|
|
Signature
|
|
|
|
|
Len Blavatnik
|
|
|
Name
|
*
|
The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.
|
|
|
|
By:
|
|
/s/ Alejandro Moreno
|
|
|
Name: Alejandro Moreno
|
|
|
Attorney-in-Fact
|
15 of 17