UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
*
(
Amendment No. 1)
Xerium Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
98416J118
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the 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 (the “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).
CUSIP No.
98416J118
|
13G
|
Page
2
of
8
Pages
|
1
|
NAME OF REPORTING PERSON
Third Point LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,480,000
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,480,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,480,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No.
98416J118
|
13G
|
Page
3
of
8
Pages
|
1
|
NAME OF REPORTING PERSON
Daniel S. Loeb
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,480,000
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,480,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,480,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
|
12
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No.
98416J118
|
13G
|
Page
4
of
8
Pages
|
1
|
NAME OF REPORTING PERSON
Third Point Offshore Master Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
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
744,700
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
744,700
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
744,700
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
|
12
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No.
98416J118
|
13G
|
Page
5
of
8
Pages
|
1
|
NAME OF REPORTING PERSON
Third Point Advisors II L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
744,700
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
744,700
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
744,700
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
|
12
|
TYPE OF REPORTING PERSON
OO
|
This Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) is being filed with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Xerium Technologies, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), to amend the Schedule 13G filed on June 10, 2010 (the “Schedule 13G”). This Amendment No. 1 is being filed to report changes in the number of shares of Common Stock beneficially owned by the Reporting Persons and to report that two of the Reporting Persons no longer own more than 5% of the Common Stock. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Schedule 13G.
Item 4
:
Ownership:
Item 4 is hereby amended and restated as follows:
The beneficial ownership of Common Stock by the Reporting Persons, as of the date hereof, is as follows:
A.
Third Point LLC
(a) Amount beneficially owned: 1,480,000
(b) Percent of class: 9.9%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 14,970,050 shares of Common Stock issued and outstanding as of November 2, 2010, as reported in the Company’s report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 5, 2010 for the quarterly period ended on September 30, 2010.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,480,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,480,000
B.
Daniel S. Loeb
(a) Amount beneficially owned: 1,480,000
(b) Percent of class: 9.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,480,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,480,000
C.
Third Point Offshore Master Fund, L.P.
(a) Amount beneficially owned: 744,700
(b) Percent of class: 4.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 744,700
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 744,700
D.
Third Point Advisors II L.L.C.
(a) Amount beneficially owned: 744,700
(b) Percent of class: 4.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 744,700
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 744,700
Item 10
:
Certification
:
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
[Signatures on following page]
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.
|
By: Daniel S. Loeb, Chief Executive Officer
|
|
By:
|
/s/ William Song
Name: William Song
Title: Attorney-in-Fact
|
|
By:
|
/s/ William Song
Name: William Song
Title: Attorney-in-Fact
|
|
THIRD POINT OFFSHORE MASTER FUND, L.P.
|
|
By: Third Point Advisors II L.L.C., its general partner
|
|
By: Daniel S. Loeb, Managing Director
|
|
By:
|
/s/ William Song
Name: William Song
Title: Attorney-in-Fact
|
|
THIRD POINT ADVISORS II L.L.C.
|
|
By: Daniel S. Loeb, Managing Director
|
|
By:
|
/s/ William Song
Name: William Song
Title: Attorney-in-Fact
|
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13G WITH RESPECT TO
XERIUM TECHNOLOGIES, INC.]
EXHIBIT INDEX
Exhibit 24
|
Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song and Joshua L. Targoff,dated February 9, 2011.
|
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