- Statement of Changes in Beneficial Ownership (4)
December 09 2009 - 12:23PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TRIDENT CAPITAL MANAGEMENT V LLC
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2. Issuer Name
and
Ticker or Trading Symbol
XATA CORP /MN/
[
XATA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
505 HAMILTON AVENUE SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/4/2009
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(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series G preferred stock
(1)
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$3.00
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12/4/2009
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P
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746530
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(2)
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(3)
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Common stock, $0.01 par value
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746530
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(4)
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746530
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I
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See footnote
(5)
(6)
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Warrant to purchase common stock, $0.01 par value
(1)
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$3.00
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12/4/2009
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P
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223959
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(2)
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(7)
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Common stock, $0.01 par value
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223959
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(4)
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223959
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I
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See footnote
(5)
(6)
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Series G preferred stock
(1)
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$3.00
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12/4/2009
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P
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4339
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(2)
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(3)
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Common stock, $0.01 par value
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4339
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(4)
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4339
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I
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See footnote
(5)
(8)
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Warrant to purchase common stock, $0.01 par value
(1)
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$3.00
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12/4/2009
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P
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1302
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(2)
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(7)
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Common stock, $0.01 par value
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1302
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(4)
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1302
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I
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See footnote
(5)
(8)
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Series G preferred stock
(1)
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$3.00
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12/4/2009
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P
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4140
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(2)
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(3)
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Common stock, $0.01 par value
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4140
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(4)
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4140
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I
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See footnote
(5)
(9)
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Warrant to purchase common stock, $0.01 par value
(1)
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$3.00
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12/4/2009
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P
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1242
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(2)
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(7)
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Common stock, $0.01 par value
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1242
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(4)
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1242
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I
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See footnote
(5)
(9)
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Series G preferred stock
(1)
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$3.00
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12/4/2009
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P
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21607
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(2)
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(3)
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Common stock, $0.01 par value
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21607
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(4)
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21607
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I
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See footnote
(5)
(10)
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Warrant to purchase common stock, $0.01 par value
(1)
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$3.00
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12/4/2009
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P
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6482
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(2)
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(7)
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Common stock, $0.01 par value
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6482
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(4)
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6482
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I
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See footnote
(5)
(10)
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Series G preferred stock
(1)
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$3.00
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12/4/2009
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P
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56717
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(2)
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(3)
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Common stock, $0.01 par value
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56717
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(4)
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56717
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I
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See footnote
(5)
(11)
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Warrant to purchase common stock, $0.01 par value
(1)
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$3.00
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12/4/2009
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P
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17015
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(2)
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(7)
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Common stock, $0.01 par value
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17015
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(4)
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17015
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I
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See footnote
(5)
(11)
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Explanation of Responses:
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(
1)
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Represents the securities that will be issuable upon the conversion (the "Conversion") of certain Senior Mandatorily Convertible Promissory Notes (the "Notes") purchased from the issuer on December 4, 2009. The Notes are mandatorily convertible into such securities in accordance with and subject to the Notes, including, among other conditions, the issuer's receipt of the necessary approvals from its shareholders.
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(
2)
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Upon and subject to the Conversion, the securities will be immediately exercisable.
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(
3)
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The Series G Preferred Stock has no expiration date.
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(
4)
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The Notes were acquired from the issuer for the price equal to their principal amount. Each $3.00 of the principal amount of the Notes is mandatorily convertible without further consideration (in accordance with and subject to the terms of the Notes) into one share of the Series G Preferred Stock and 0.3 of a Warrant to purchase Common Stock.
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(
5)
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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.
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(
6)
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These securities are owned by Trident Capital Fund-V, L.P.
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(
7)
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The Warrants will expire on the seventh anniversary of the date of Conversion.
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(
8)
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These securities are owned by Trident Capital Fund-V Affiliates Fund, L.P.
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(
9)
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These securities are owned by Trident Capital Fund-V Affiliates Fund (Q), L.P.
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(
10)
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These securities are owned by Trident Capital Fund-V Principals Fund, L.P.
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(
11)
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These securities are owned by Trident Capital Parallel Fund-V, C.V.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TRIDENT CAPITAL MANAGEMENT V LLC
505 HAMILTON AVENUE SUITE 200
PALO ALTO, CA 94301
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X
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TRIDENT CAPITAL FUND V AFFILIATES FUND Q LP
505 HAMILTON AVENUE SUITE 200
PALO ALTO, CA 94301
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X
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TRIDENT CAPITAL FUND V AFFILIATES FUND LP
505 HAMILTON AVENUE SUITE 200
PALO ALTO, CA 94301
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X
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TRIDENT CAPITAL FUND V PRINCIPALS FUND L P
505 HAMILTON AVENUE SUITE 200
PALO ALTO, CA 94301
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X
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TRIDENT CAPITAL FUND V LP
505 HAMILTON AVENUE SUITE 200
PALO ALTO, CA 94301
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X
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TRIDENT CAPITAL PARALLEL FUND V CV
505 HAMILTON AVENUE SUITE 200
PALO ALTO, CA 94301
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X
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Signatures
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Mark E. Ties, Attorney-in-Fact
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12/9/2009
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**
Signature of Reporting Person
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Date
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Donald R. Dixon / Managing Director / Trident Capital Fund-V Affiliates Fund (Q), L.P.
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2/13/2009
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**
Signature of Reporting Person
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Date
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Donald R. Dixon / Managing Director / Trident Capital Fund-V Affiliates Fund, L.P.
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2/13/2009
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**
Signature of Reporting Person
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Date
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Donald R. Dixon / Managing Director / Trident Capital Fund-V Principals Fund, L.P.
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2/13/2009
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**
Signature of Reporting Person
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Date
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Donald R. Dixon / Managing Director / Trident Capital Fund-V, L.P.
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2/13/2009
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**
Signature of Reporting Person
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Date
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Donald R. Dixon / Managing Director / Trident Capital Parallel Fund-V, C.V.
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2/13/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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