FORM 4
[ ] 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 *

Harris William G 		2. Issuer Name and Ticker or Trading Symbol

XENOPORT INC [ XNPT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Finance and CFO
(Last)          (First)          (Middle)

C/O XENOPORT, INC., 3410 CENTRAL EXPRESSWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/2/2015
(Street)

SANTA CLARA, CA 95051
(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   1/2/2015     M    16666   (1) A $6.00   142667   (2) D    
Common Stock   1/2/2015     F    11324   (3) D $8.83   131343   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
Incentive Stock Option (right to buy)   $6.00   1/2/2015     M         16666      (4) 1/4/2015   Common Stock   16666   $0.00   0   D    

Explanation of Responses:
( 1)  Option exercise as a result of upcoming expiration date, January 4, 2015.
( 2)  Includes 606 and 599 shares acquired through the Issuer's Employee Stock Purchase Plan on May 15, 2014 and November 14, 2014 respectively.
( 3)  Represents shares withheld by the Issuer in connection with the net exercise of the option reported in Table II hereof. All of such shares were withheld by the Issuer in satisfaction of the aggregate option exercise price, with the transfer involved in such net exercise transaction being made by the reporting person for the sole purpose of covering such exercise price.
( 4)  This stock option was granted January 4, 2005 and vested over four years at 1/48 per month from the date of the grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Harris William G
C/O XENOPORT, INC.
3410 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051

SVP, Finance and CFO

Signatures
/s/ Stephanie L. Arata Attorney-in-fact 1/6/2015
** 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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