logo


FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Expires:February 28, 2011
Estimated average burden
hours per response0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Phillips Michael

(Last)(First)(Middle)
PIENZENAUERSTRASSE 121

(Street)
MUNICH2M81925

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
XERIUM TECHNOLOGIES INC [XRM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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. 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)
CodeVAmount(A) or (D)Price
Common Stock 08/04/2009 A  50,561 (1) (2) (3) (4) (5) (6) (7) A$ 0 113,773.28 (1) (2) (3) (4) (5) (6) (7) D (1) (2) (3) (4) (5) (6) (7)  

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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Grant of Restricted Stock Units.
2. Mr. Phillips is associated with Apax Europe IV GP Co. Ltd. and its affiliated companies. 25,043,764.117 shares are deemed beneficially owned by Apax Europe IV GP Co. Ltd.
3. Apax WW Nominees Ltd. holds 24,963,243.529 shares as custodian for certain funds affiliated with Apax Europe IV GP Co. Ltd. Apax Europe IV-A, L.P. beneficially holds 16,674,004.107 shares; Apax Europe IV-B, L.P. beneficially holds 3,509,515.145 shares; Apax Europe IV-C GmbH & Co. KG beneficially holds 1,605,931.980 shares; Apax Europe IV-D, L.P. beneficially holds 1,261,210.374 shares; Apax Europe IV-E, L.P. beneficially holds 26,996.270 shares; Apax Europe IV-F, C.V. beneficially holds 1,176,760.502 shares; Apax Europe IV-G, C.V. beneficially holds 692,212.060 shares; and Apax Europe IV-H GmbH & Co. KG beneficially holds 16,613.089 shares (together, the "Apax Funds").
4. Apax Europe IV GP Co. Ltd. exercises investment discretion and control over the shares beneficially held by each of the Apax Funds through Apax Europe IV GP, L.P., which is the sole managing general partner of each of the Apax Funds. Apax Europe IV GP Co. Ltd. is the sole managing general partner of Apax Europe IV GP, L.P.
5. Apax-Xerium APIA L.P. ("APIA") directly holds 80,520.588 shares. Apax Europe IV GP Co. Ltd. exercises sole investment discretion and control over the shares beneficially held by APIA through Apax Europe IV GP, L.P., which is the sole managing general partner of APIA. Apax Europe IV GP Co. Ltd. is the sole managing general partner of Apax Europe IV GP, L.P.
6. Apax Europe IV GP Co. Ltd. is managed by a five-person board of directors. David Staples, Jeremy Arnold, Denise Fallaize, Andrew Guille, and Stephen Tilton, as directors of Apax Europe IV GP Co. Ltd., may be deemed to share beneficial ownership of the shares shown as beneficially owned by Apax Europe IV GP Co. Ltd. Such persons disclaim beneficial ownership of the shares beneficially owned by Apax Europe IV GP Co. Ltd.
7. Mr. Phillips disclaims beneficial ownership of the common stock that may be deemed beneficially owned by Apax Europe IV GP Co. Ltd., APIA, the Apax Funds and their affiliated companies.
/s/ Ted Orban, by power of attorney08/06/2009
** Signature of Reporting PersonDate
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 Number.

EX-24.

rrd224012_252930.html
                                POWER OF ATTORNEY

   Know all by these presents, that the undersigned hereby makes, constitutes
and appoints David G. Maffucci and Ted Orban, and each of them singly, as the
undersigned's true and lawful attorneys-in-fact with full power and authority as
hereinafter described to:

   1. execute for and on behalf of the undersigned, in the undersigned's
      capacity as a director of XERIUM TECHNOLOGIES, INC. (the "Company"), Forms
      3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act
      of 1934, as amended (the "Act"), and the rules thereunder;

   2. do and perform any and all acts for and on behalf of the undersigned which
      may be necessary or desirable to complete and execute any such Form 3, 4
      or 5 and timely file such form with the United States Securities and
      Exchange Commission and any stock exchange or similar authority,
      including, but not limited to, executing a Form ID for and on behalf of
      the undersigned and filing such Form ID with the United States Securities
      and Exchange Commission; and

   3. take any other action of any type whatsoever in connection with the
      foregoing which, in the opinion of such attorney-in-fact, may be of
      benefit to, in the best interest of, or legally required by, the
      undersigned, it being understood that the documents executed by such
      attorney-in-fact on behalf of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as such attorney-in-fact may approve in such attorney-in-fact's
      discretion.

   The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all the acts such attorney-in-fact shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that each of the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with Section 16 of the Act.

   This Power of Attorney shall remain in full force and effect until the
earliest of: (i) the point in time at which the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of
and transactions in securities issued by the Company, (ii) thirty calendar days
after the undersigned ceases to be a director of the Company and (iii) the point
in time at which this Power of Attorney is revoked by the undersigned in a
signed writing delivered to each of the foregoing attorneys-in-fact. Upon the
first occurrence of any event described in clauses (i) through (iii) of the
foregoing sentence, this Power of Attorney immediately shall terminate and shall
have no further force or effect. With respect to each of Mr. Maffucci and Mr.
Orban (each a "Designee"), and notwithstanding anything to the contrary
contained herein, such Designee's appointment as the undersigned's
attorney-in-fact, as well as any and all of such Designee's rights under this
Power of Attorney, shall terminate and shall have no further force or effect
immediately after the point in time at which such Designee ceases to be an
officer of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of June, 2009.

                                    By: /s/ Michael Phillips
                                        ----------------------------------------
                            Print Name: Michael Phillips

Add to Delicious   Add to DeliciousDigg It  Digg It
Send Email Send by Email Send Email Post Comment

 
Fundamental data is provided by Zacks Investment Research, market data is provided by AlphaTrade. , and Commentary and Press Releases provided by Quotemedia