Statement of Ownership (sc 13g)
October 10 2014 - 4:32PM
Edgar (US Regulatory)
SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No.)*
XenoPort, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share |
(Title of Class of Securities)
98411C100 |
|
(CUSIP
Number)
September 2, 2014 |
|
|
(Date
of Event which Requires Filing of this Statement)
|
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
x |
Rule 13d-1(b) |
|
¨ |
Rule 13d-1(c) |
|
¨ |
Rule 13d-1(d) |
*The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 98411C100
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Baker Bros. Advisors LP
13-4093645
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b) ¨
|
3
|
SEC USE ONLY |
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
6,815,777
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
6,815,777
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,815,777
|
10
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0% (1)
|
12
|
TYPE OF
REPORTING PERSON (See Instructions)
IA, PN
|
| (1) | Based on 62,211,589 shares of the Issuer’s common stock outstanding as of July 15, 2014, as reported in the Issuer’s
10-Q filed with the SEC on August 7, 2014. |
CUSIP
No. 98411C100
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Baker Bros. Advisors (GP) LLC
46-3147749
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
6,815,777
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
6,815,777
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,815,777
|
10
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0% (1)
|
12
|
TYPE OF
REPORTING PERSON (See Instructions)
HC, OO
|
| (1) | Based on 62,211,589 shares of the Issuer’s common stock outstanding as of July 15, 2014, as reported in the Issuer’s
10-Q filed with the SEC on August 7, 2014. |
CUSIP No. 98411C100
1
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Felix J. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
6,815,777
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
6,815,777
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,815,777
|
10
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0% (1)
|
12
|
TYPE OF
REPORTING PERSON (See Instructions)
IN, HC
|
| (1) | Based on 62,211,589 shares of the Issuer’s common stock outstanding as of July 15, 2014, as reported in the Issuer’s
10-Q filed with the SEC on August 7, 2014. |
CUSIP No. 98411C100
1
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Julian C. Baker
|
2
|
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING
POWER
6,815,777
|
6
|
SHARED
VOTING POWER
-0-
|
7
|
SOLE DISPOSITIVE
POWER
6,815,777
|
8
|
SHARED
DISPOSITIVE POWER
-0-
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,815,777
|
10
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
(See Instructions)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0% (1)
|
12
|
TYPE OF
REPORTING PERSON (See Instructions)
IN, HC
|
| (1) | Based on 62,211,589 shares of the Issuer’s common stock outstanding as of July 15, 2014, as reported in the Issuer’s
10-Q filed with the SEC on August 7, 2014. |
|
Item 1(a) |
Name of Issuer: |
| | XenoPort, Inc. (the “Issuer”) |
|
Item 1(b) |
Address of Issuer’s Principal Executive Offices: |
| | Santa Clara, California 95051 |
|
Item 2(a) |
Name of Person Filing: |
| | This Schedule 13G is being filed jointly by the Baker
Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Felix J. Baker and
Julian C. Baker (collectively, the “Reporting Persons”). |
|
Item 2(b) |
Address of Principal Business Office or, if None, Residence: |
| | The business address of each of the Reporting Persons
is: |
| | c/o Baker Bros. Advisors LP |
| | 667 Madison Avenue, 21st Floor |
| | The Adviser is a limited partnership organized under
the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware.
The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America. |
|
Item 2(d) |
Title of Class of Securities |
| | Common Stock, $0.001 par value per share (“Common
Stock”) |
|
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a: |
(a)
¨ Broker or dealer
registered under Section 15 of the Exchange Act.
(b)
¨ Bank as defined
in section 3(a)(6) of the Exchange Act.
(c)
¨ Insurance company
as defined in section 3(a)(19) of the Exchange Act.
(d)
¨ Investment company
registered under section 8 of the Investment Company Act of 1940.
(e)
x An investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)
¨ An employee benefit
plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)
x A parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)
¨ A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)
¨ A church plan
that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
(j)
¨ Group, in accordance
with Rule 13d-1(b)(1)(ii)(J).
Items 5 through 9 and 11 of each of the
cover pages to this Schedule 13G are incorporated herein reference. Certain securities of the Issuer are directly held by each
of Baker Brothers Life Sciences, L.P. (“Life Sciences”), 14159, L.P. (“14159”) and 667, L.P. (“667”,
and together with Life Sciences and 14159, the “Funds”). The information set forth below is based upon 62,211,589
shares of Common Stock outstanding as of July 15, 2014, as reported in the Issuer’s 10-Q filed with the SEC on August 7,
2014. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
|
|
Number of |
|
|
Percent of |
|
|
|
Shares of |
|
|
Class |
|
Name |
|
Common Stock |
|
|
Outstanding |
|
|
|
|
|
|
|
|
667, L.P. |
|
|
556,661 |
|
|
|
0.9 |
% |
Baker Brothers Life Sciences, L.P. |
|
|
6,100,979 |
|
|
|
9.8 |
% |
14159, L.P. |
|
|
158,137 |
|
|
|
0.3 |
% |
Total |
|
|
6,815,777 |
|
|
|
11.0 |
% |
Pursuant to the amended and restated management
agreements, among the Adviser, the Funds and their respective general partners, the Funds’ respective general partners relinquished
to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds,
the Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over
investments.
The Adviser GP, Felix J. Baker and
Julian C. Baker as principals of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the
Issuer directly held by the Funds, and may be deemed to have the sole power to vote or direct the vote of and the power to
dispose or direct the disposition of such securities.
The Reporting Persons disclaim beneficial
ownership of the securities held by each of the Funds, and this Schedule 13G shall not be deemed an admission that the Reporting
Persons are the beneficial owners of such securities for purposes of Section 13(d) or for any other purpose.
|
Item 5. |
Ownership of Five Percent or Less of a Class. |
| | If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ¨. N/A |
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
| | The information in Item 4 is incorporated herein by reference. |
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| | The information in Item 4 is incorporated herein by reference. |
| Item 8. | Identification and Classification of Members of the
Group. |
N/A
| Item 9. | Notice of Dissolution of Group. |
N/A
By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
October 10,
2014
|
BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general
partner |
|
|
|
|
By: |
/s/ Scott L. Lessing |
|
|
Name: Scott L. Lessing
Title: President |
|
BAKER BROS. ADVISORS (GP) |
|
LLC |
|
|
By: |
/s/ Scott L. Lessing |
|
|
Name: Scott L. Lessing
Title: President |
|
/s/ Julian C. Baker |
|
Julian C. Baker |
|
|
|
/s/ Felix J. Baker |
|
Felix J. Baker |
EXHIBIT 99.1
AGREEMENT
In accordance with Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating
to the Common Stock of XenoPort, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
October 10,
2014
|
BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner |
|
|
|
|
By: |
/s/ Scott L. Lessing |
|
|
Name: Scott L. Lessing
Title: President |
|
BAKER BROS. ADVISORS (GP) |
|
LLC |
|
|
By: |
/s/ Scott L. Lessing |
|
|
Name: Scott L. Lessing
Title: President |
|
/s/ Julian C. Baker |
|
Julian C. Baker |
|
|
|
/s/ Felix J. Baker |
|
Felix J. Baker |
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