Page 11 of 15 – SEC Filing
| CUSIP No. 98416J118 | 13D | Page 11 of 15 |
The Wynnefield Reporting
Persons will carefully examine and evaluate the behavior and performance of Xerium and its management as it determines a future
course of action.
Other than as set forth
in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would
result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons
intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in
discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future
plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price
levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield
Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short
selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the
Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred
to in paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a), (b) and (c) As
of May 1, 2017, the Wynnefield Reporting Persons beneficially owned in the aggregate 947,100 shares of Common Stock, constituting
approximately 5.92% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially
owned by the Wynnefield Reporting Persons is based upon 16,010,059 shares outstanding as of June 30, 2016, as set forth in the
Issuer’s Annual Report on Form 10-K for the period ended December 31, 2016, filed with the Securities and Exchange Commission
(the “Commission”) on March 1, 2017.
The following table
sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons
listed below:
| Name | Number of Common Stock | Percentage of Outstanding Common Stock |
| Wynnenfield Partners I | 442,099 | 2.76% |
| Wynnefield Partners | 279,837 | 1.75% |
| Wynnefield Offshore | 174,664 | 1.09% |
| Plan | 50,500 | 0.32% |
WCM is the sole general
partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners
I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct
the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus
and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition
of the shares of Common Stock that WCM may be deemed to beneficially own.
