Sec Form 4 Filing - Drapkin Matthew A @ XURA, INC. - 2016-08-19

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 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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1. Name and Address of Reporting Person Drapkin Matthew A 2. Issuer Name and Ticker or Trading Symbol XURA, INC. [ MESG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NORTHERN RIGHT CAPITAL MANAGEMENT,, L.P., 10 CORBIN DRIVE, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/19/2016 (Street) DARIEN, CT06820 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/19/2016 D 11,679 ( 1 ) ( 2 ) D $ 25 0 D ( 3 ) Common Stock 08/19/2016 D 205,027 ( 1 ) ( 2 ) D $ 25 0 I See footnotes ( 4 ) ( 9 ) Common Stock 08/19/2016 D 292,128 ( 1 ) ( 2 ) D $ 25 0 I See footnotes ( 5 ) ( 9 ) Common Stock 08/19/2016 D 282,738 ( 1 ) ( 2 ) D $ 25 0 I See footnotes ( 6 ) ( 9 ) Common Stock 08/19/2016 D 189,414 ( 1 ) ( 2 ) D $ 25 0 I See footnotes ( 7 ) ( 9 ) Common Stock 08/19/2016 D 478,136 ( 1 ) ( 2 ) D $ 25 0 I See footnotes ( 8 ) ( 9 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Drapkin Matthew A C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 10 CORBIN DRIVE, 3RD FLOOR DARIEN, CT06820 X Signatures /s/ Matthew A. Drapkin 08/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 23, 2016, by and among Sierra Private Holdings II, LLC, a UK company ("Parent"), Sierra Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, on August 19, 2016 (the "Effective Date"), Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent. ( 2 )Pursuant to the terms of the Merger Agreement, on the Effective Date, each outstanding share of the Issuers' Common Stock and each Director Stock Unit was converted into the right to receive a cash payment of $25.00. ( 3 )Represents Common Stock and Director Stock Units of the Issuer that were directly held by Mr. Drapkin. ( 4 )Represents Common Stock of the Issuer that was directly held by Northern Right Capital (QP), L.P. ("Northern Right QP"). ( 5 )Represents Common Stock of the Issuer that was directly held by Becker Drapkin Partners SLV, Ltd. ("BD SLV"). ( 6 )Represents Common Stock of the Issuer that was directly held by a managed account on behalf of an investment advisory client (the "Managed Account") of Northern Right Capital Management, L.P. ("Northern Right Management"). ( 7 )Represents Common Stock of the Issuer that was directly held by BD Partners VII, L.P. ("BD VII"). ( 8 )Represents Common Stock of the Issuer that was directly held by BD Partners VII SPV, L.P. ("BD VII SPV"). ( 9 )Mr. Drapkin may have been deemed to beneficially own such Common Stock as he is a member of BC Advisors, LLC, which is the general partner of Northern Right Management (of which Mr. Drapkin is a limited partner), and Northern Right Management is the general partner of, and investment manager for, each of Northern Right QP, BD VII, and BD VII SPV, and the investment manager for each of BD SLV and the Managed Account. Mr. Drapkin disclaimed beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein.

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).

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