Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JAGGERS JOHN V
  2. Issuer Name and Ticker or Trading Symbol
XTERA COMMUNICATIONS, INC. [XCOM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Affiliate
(Last)
(First)
(Middle)
C/O SEVIN ROSEN FUNDS, 13355 NOEL ROAD, SUITE 1350
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2015
(Street)

DALLAS, TX 75240
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 11/17/2015   C   1,010,984 A $ 0 (1) 1,010,984 I See Footnote (2) (9)
Common Stock 11/17/2015   P   200,000 A $ 5 1,210,984 I See Footnote (3) (9)

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-3 Preferred Stock (1) 11/17/2015   C     14,188,641   (1)   (1) Common Stock 545,718 $ 0 (1) 0 I See Footnote (4) (9)
Series B-3 Preferred Stock $ 1,113 11/17/2015   C     28,898   (1)   (1) Common Stock 1,113 $ 0 (1) 0 I See Footnote (5) (9)
Series C-3 Preferred Stock (1) 11/17/2015   C     2,430,880   (1)   (1) Common Stock 93,498 $ 0 (1) 0 I See Footnote (6) (9)
Series D-3 Preferred Stock (1) 11/17/2015   C     3,496,724   (1)   (1) Common Stock 134,491 $ 0 (1) 0 I See Footnote (7) (9)
Series E-3 Preferred Stock (1) 11/17/2015   C     3,412,497   (1)   (1) Common Stock 131,251 $ 0 (1) 0 I See Footnote (8) (9)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JAGGERS JOHN V
C/O SEVIN ROSEN FUNDS
13355 NOEL ROAD, SUITE 1350
DALLAS, TX 75240
    X   Affiliate
DOMENIK STEPHEN L
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX 75240
    X   Affiliate
DOW STEPHEN M
C/O SEVIN ROSEN FUNDS
13355 NOEL ROAD, SUITE 1350
DALLAS, TX 75240
    X   Affiliate
KIMZEY JACKIE R
SEVIN ROSEN FUNDS
13355 NOEL ROAD, SUITE 1350
DALLAS, TX 75240
    X   Affiliate
PHIPPS CHARLES H
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX 75240
    X   Affiliate

Signatures

 John V. Jaggers   11/18/2015
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik   11/18/2015
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Stephen M. Dow   11/18/2015
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey   11/18/2015
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Charles H. Phipps   11/18/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of Series A-3 Preferred Stock, Series B-3 Preferred Stock, Series C-3 Preferred Stock, Series D-3 Preferred Stock and Series E-3 Preferred Stock converted into Common Stock on a 26-for-1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.
(2) Total of 1,010,984 represents 973,384 shares owned directly by Sevin Rosen Fund VII L.P. ("SRFVII"), 37,403 shares owned directly by Sevin Rosen VII Affiliates Fund L.P. ("SRVII AFF") and 197 shares owned directly by Sevin Rosen Bayless Management Company ("SRBMC"). Reporting Person is a general partner of SRB Associates VII L.P. ("SRBA VII), the general partner of SRFVII and SRVII AFF, and as a general partner is deemed to have shared voting and dispositive power of the shares directly owned by SRFVII and SRVII AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and as such is deemed to have shared voting and dispositive power of the shares owned directly by SRBMC and disclaims beneficial ownership with no pecuniary interest in these shares.
(3) Total of 1,210,984 represents 1,165,984 shares owned directly by SRFVII and 44,803 shares owned directly by SRVII AFF and 197 shares owned directly by SRBMC. SRBA VII is the general partner of SRFVII and SRVII AFF and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest.
(4) Total of 545,718 represents 525,526 shares owned directly by SRFVII and 20,192 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest
(5) Total of 1,113 represents 1,071 shares owned directly by SRFVII and 42 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
(6) Total of 93,498 represents 89,852 shares owned directly by SRFVII, 3,453 shares owned directly by SRVII AFF, and 193 shares owned directly by SRBMC. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over the shares owned directly by SRFVII and SRVII AFF. SRBAVII disclaims beneficial ownership of the shares owned directly by SRFVII and SRVII AFF except to the extent of its pecuniary interest.
(7) Total of 134,491 represents 129,514 shares owned directly by SRFVII and 4,977 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
(8) Total of 131,251 represents 126,394 shares owned directly by SRFVII and 4,857 shares owned directly by SRVII AFF. SRBAVII is the general partner of SRFVII and SRVII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAVII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
(9) John V. Jaggers ("Jaggers"), Stephen L. Domenik ("Domenik"), Stephen L. Dow ("Dow"), Jackie R. Kimzey ("Kimzey") and Charles H. Phipps ("Phipps") are general partners of SRBA VII, the general partner of SRFVII and SRVII AFF, and in that capacity have shared voting and dispositive power of the shares owned directly by SRFVII and SRVII AFF and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Jaggers, Domenik, Dow, Kimzey and Phipps are directors of SRBMC and are deemed to have shared voting and dispositive power of the shares owned directly by SRBMC and disclaim beneficial ownership with no pecuniary interest in these shares.

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