UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Xtera Communications, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

98415E 300

(CUSIP Number)

August 24, 2016

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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 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 (“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. 98415E 300   13G   Page 1 of 4 Pages

 

  1.   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Wellcome Trust Limited as trustee of the Wellcome Trust

  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 KINGDOM

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 IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

¨

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12.  

TYPE OF REPORTING PERSON (see instructions)

 

FI

CUSIP No. 98415E 300   13G   Page 2 of 4 Pages

 

Item 1.

 

(a)   

Name of Issuer

XTERA COMMUNICATIONS, INC.

(b)   

Address of Issuer’s Principal Executive Offices

500 W. Bethany Drive, Suite 100, Allen, TX 75013

Item 2.

 

(a)   

Name of Person Filing

The Wellcome Trust Limited as trustee of the Wellcome Trust

(b)   

Address of the Principal Office or, if none, residence

Gibbs Building, 215 Euston Road, London NW1 2BE UK

(c)   

Citizenship

United Kingdom

(d)   

Title of Class of Securities

Common Stock, $0.001 par value

(e)   

CUSIP Number

98415E 300

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).
(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)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

The information in items 1 and 5 through 11 on the cover page (p.2) of this Schedule 13G is hereby incorporated by reference.

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.

Not applicable

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certification.

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.

CUSIP No. 98415E 300   13G   Page 4 of 4 Pages

 

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.

 

09/2/2016

Date

/s/ Geoffrey Love

Signature

Head of Venture Capital and Equity Long/Short Investments

Name/Title

Xtera Communications (CE) (USOTC:XCOMQ)
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