ThZeal - The Zeal

SEC FORM 4/A SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bevis Harold C

(Last)

(First)

(Middle)

C/O XERIUM TECHNOLOGIES, INC.

14101 CAPITAL BOULEVARD

(Street)

YOUNGSVILLE

27596

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XERIUM TECHNOLOGIES INC [ XRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/18/2015

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/15/2015		F		160,908⁽¹⁾	D	$14.88	836,054	D
Common Stock	08/15/2015		F		32,466⁽²⁾	D	$14.88	803,588⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld in satisfaction of the $4.00 Employee Common Stock Option exercise price and the withholding tax liability in connection with the issuance of shares of common stock underlying the Employee Common Stock Option.

2. Represents shares withheld in satisfaction of the withholding tax liability in connection with the issuance of shares of common stock underlying outstanding Restricted Stock Units. The Restricted Stock Units were granted to Mr. Bevis as sign-on awards when Mr. Bevis joined the Company.

3. Includes 269,979 shares of common stock held by Mr. Bevis and 533,609 Restricted Stock Units that will be converted into shares of common stock, less tax withholdings, upon the satisfaction of all performance and time-based vesting conditions applicable to such Restricted Stock Units.

Remarks:

This Form 4 Amendment is being filed to correct tax withholding calculation errors in connection with the transactions identified above. The number of shares withheld in satisfaction of the $4.00 Employee Common Stock Option exercise price and the withholding tax liability in connection with the issuance of shares of common stock underlying the Employee Common Stock Option was corrected from 161,956 to 160,908. The number of shares withheld in satisfaction of the withholding tax liability in connection with the issuance of shares of common stock underlying outstanding Restricted Stock Units granted to Mr. Bevis when he joined the Company was corrected from 32,841 to 32,466. The number of shares of common stock noted as being held by Mr. Bevis in footnote 4 of the original Form 4 filing increased from 268,556 to 269,979 (as indicated in footnote 3 above).

	/s/ Kevin McDougall, by power of attorney	08/27/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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