TRIDENT CAPITAL PARALLEL FUND V CV - 4 filing on 2007-06-21

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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^*

TRIDENT CAPITAL MANAGEMENT V LLC

(Last)

(First)

(Middle)

505 HAMILTON AVENUE SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XATA CORP /MN/ [ XATA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock	⁽¹⁾	06/19/2007		P		1,403,400⁽²⁾⁽³⁾		⁽⁴⁾	⁽⁵⁾	Common Stock	1,403,400⁽¹⁾	$0.00	1,403,400	I	See footnote.⁽²⁾⁽³⁾
Warrants	$3.83	06/19/2007		P		421,020⁽²⁾⁽³⁾		⁽⁴⁾	06/19/2012	Common Stock	421,020⁽⁶⁾	$0.00	421,020	I	See footnote⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	06/19/2007		P		8,156⁽²⁾⁽⁷⁾		⁽⁴⁾	⁽⁵⁾	Common Stock	8,156⁽¹⁾	$0.00	8,156	I	See footnote.⁽²⁾⁽⁷⁾
Warrants	$3.83	06/19/2007		P		2,447⁽²⁾⁽⁷⁾		⁽⁴⁾	06/19/2012	Common Stock	2,447⁽⁶⁾	$0.00	2,447	I	See footnote.⁽²⁾⁽⁷⁾
Series D Preferred Stock	⁽¹⁾	06/19/2007		P		7,783⁽²⁾⁽⁸⁾		⁽⁴⁾	⁽⁵⁾	Common Stock	7,783⁽¹⁾	$0.00	7,783	I	See footnote.⁽²⁾⁽⁸⁾
Warrants	$3.83	06/19/2007		P		2,335⁽²⁾⁽⁸⁾		⁽⁴⁾	06/19/2012	Common Stock	2,335⁽⁶⁾	$0.00	2,335	I	See footnote.⁽²⁾⁽⁸⁾
Series D Preferred Stock	⁽¹⁾	06/19/2007		P		40,620⁽²⁾⁽⁹⁾		⁽⁴⁾	⁽⁵⁾	Common Stock	40,620⁽¹⁾	$0.00	40,620	I	See footnote.⁽²⁾⁽⁹⁾
Warrants	$3.83	06/19/2007		P		12,186⁽²⁾⁽⁹⁾		⁽⁴⁾	06/19/2012	Common Stock	12,186⁽⁶⁾	$0.00	12,186	I	See footnote.⁽²⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	06/19/2007		P		106,621⁽²⁾⁽¹⁰⁾		⁽⁴⁾	⁽⁵⁾	Common Stock	106,621⁽¹⁾	$0.00	106,621	I	See footnote.⁽²⁾⁽¹⁰⁾
Warrants	$3.83	06/19/2007		P		31,986⁽²⁾⁽¹⁰⁾		⁽⁴⁾	06/19/2012	Common Stock	31,986⁽⁶⁾	$0.00	31,986	I	See footnote.⁽²⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

TRIDENT CAPITAL MANAGEMENT V LLC

(Last)

(First)

(Middle)

505 HAMILTON AVENUE SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRIDENT CAPITAL FUND V LP

(Last)

(First)

(Middle)

505 HAMILTON AVENUE SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRIDENT CAPITAL FUND V AFFILIATES FUND LP

(Last)

(First)

(Middle)

505 HAMILTON AVENUE SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRIDENT CAPITAL FUND V AFFILIATES FUND Q LP

(Last)

(First)

(Middle)

505 HAMILTON AVENUE SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRIDENT CAPITAL FUND V PRINCIPALS FUND L P

(Last)

(First)

(Middle)

505 HAMILTON AVENUE SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRIDENT CAPITAL PARALLEL FUND V CV

(Last)

(First)

(Middle)

505 HAMILTON AVENUE SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series D Preferred Stock is convertible into Common Stock of the Issuer at an initial conversion rate of one share of Common Stock for each share of Series D Preferred Stock. The number of shares of Common Stock issuable upon conversion of the Series D Preferred Stock is subject to adjustment based on changes in the conversion price, which is $3.83 initially, in the event of stock splits and similar events, and in the event of stock issuances below either the market price or the converison price (other than certain customary exceptions). The number of shares issuable upon conversion of a share of Series D Preferred Stock at any time will be derermined by dividing the original issue price of such share, $3.83, by the conversion price then in effect.

2. Trident Capital Management-V, L.L.C. ("TCMV") serves as the general partner of each of Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P. and Trident Capital Fund-V Principals Fund, L.P. and the sole investment general partner of Trident Capital Parallel Fund-V, C.V. and TCMV may be deemed to be the beneficial owner of the shares held by each of the Trident Entities, though TCMV disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interst therein.

3. These securities are owned by Trident Capital Fund-V, L.P.

4. Immediately exercisable.

5. The Series D Preferred Stock has no expiration date.

6. The number of shares of Common Stock issuable upon exercise of the Warrants and the exercise price per share of Common Stock subject to the Warrants are subject to adjustment in the event of stock splits and similar events.

7. These securities are owned by Trident Capital-V Affiliates Fund, L.P.

8. These securities are owned by Trident Capital Fund-V Affiliates Fund (Q), L.P.

9. These securites are owned by Trident Capital Fund-V Principals Fund, L.P.

10. These securities are owned by Trident Capital Parallel Fund-V, C.V.

Remarks:

	/s/ Mark E. Ties, Attorney-in-Fact	06/21/2007
	/s/ Christopher P. Marshall Director / Trident Capial Fund-V, L.P.	06/21/2007
	/s/ Chistopher P. Marshall / Managing Director / Trident Capital Fund-V Affiliates Fund, L.P.	06/21/2007
	/s/ Christopher P. Marshall / Managing Director / Trident Capital Fund-V Affiliates Fund Q, L.P.	06/21/2007
	/s/ Christopher P. Marshall / Managing Director / Trident Capital Fund-V Principlas Fund, L.P.	06/21/2007
	/s/ Christopher P. Marshall / Managing Director / Trident Capital Parallel Fund-V, C.V.	06/21/2007
	** Signature of Reporting Person	Date
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