FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Staton Mark
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 and CEO
(Last)          (First)          (Middle)

C/O XERIUM TECHNOLOGIES, INC., 14101 CAPITAL BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

10/17/2018
(Street)

YOUNGSVILLE, NC 27596
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/17/2018     D    20000   (1) D $13.50   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Performance Restricted Stock Unit     (2) 10/17/2018     D         426000      (2)   (2) Common Stock   426000.0   $13.50   0   D    
Phantom Stock Unit     (3) 10/17/2018     D         113122      (3)   (3) Common Stock   113122.0   $13.50   0   D    
Phantom Stock Unit     (4) 10/17/2018     D         72886      (4)   (4) Common Stock   72886.0   $13.50   0   D    

Explanation of Responses:
(1)  Represents the conversion of outstanding shares of common stock of Xerium Technologies, Inc. (the "Company") into the right to receive $13.50 per share in connection with the merger of the Company with an indirect wholly owned subsidiary of Andritz AG on October 17, 2018 (the "Merger"), pursuant to an Agreement and Plan of Merger dated June 24, 2018.
(2)  Represents the number of restricted stock units earned by Mr. Staton pursuant to the Inducement Restricted Stock Unit Award Agreement between the Company and Mr. Staton. In connection with the Merger, on October 17, 2018, the restricted stock units were converted into the right to receive $13.50 per unit.
(3)  Each Phantom Stock Unit ("2018 Units") is the economic equivalent of one share of the Company's common stock and was awarded pursuant to the Company's 2018 Long-Term Incentive Plan. In connection with the Merger, on October 17, 2018, the 2018 Units vested and were converted into the right to receive 13.50 per unit.
(4)  Each Phantom Stock Unit ("2017 Units") is the economic equivalent of one share of the Company's common stock and was awarded pursuant to the Company's 2017 Long-Term Incentive Plan. In connection with the Merger, on October 17, 2018, the 2017 Units vested and were converted into the right to receive $13.50 per unit.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Staton Mark
C/O XERIUM TECHNOLOGIES, INC.
14101 CAPITAL BOULEVARD
YOUNGSVILLE, NC 27596
X
President and CEO

Signatures
/s/ Phillip Kennedy, by power of attorney 10/17/2018
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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