Statement of Changes in Beneficial Ownership (4)
May 21 2015 - 7:19PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Freund John Gordon
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2. Issuer Name
and
Ticker or Trading Symbol
XENOPORT INC
[
XNPT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O XENOPORT, INC., 3410 CENTRAL EXPRESSWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2015
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(Street)
SANTA CLARA, CA 95051
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/19/2015
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M
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5000
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A
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$0.00
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13899
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D
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Common Stock
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489469
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I
(1)
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Through Fund
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Common Stock
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3080
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I
(2)
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Beneficial Ownership
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Common Stock
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22633
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I
(3)
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Beneficial Ownership
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Common Stock
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3645
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I
(4)
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Beneficial Ownership
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Common Stock
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21200
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I
(5)
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Beneficial Ownership
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Common Stock
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27
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I
(6)
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Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Employee Restricted Stock Units
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(7)
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5/19/2015
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M
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5000
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(8)
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(8)
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Common Stock
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5000
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$0.00
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0
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D
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Non-Employee Stock Options
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$6.04
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5/19/2015
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A
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15000
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(9)
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5/19/2025
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Common Stock
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15000
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$0.00
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15000
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D
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Non-Employee Restricted Stock Units
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(7)
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5/19/2015
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A
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5000
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(10)
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(10)
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Common Stock
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5000
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$0.00
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5000
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D
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Explanation of Responses:
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(
1)
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These shares are held by multiple entities. 22 shares are held by Skyline Venture Partners III, L.P., 887 shares are held by Skyline Venture Partners Qualified Purchasers Fund III, L.P., 227 shares are held by Skyline Venture Management III, L.L.C. and 488,333 shares are held by Skyline Venture Partners V, L.P. John G. Freund is connected to each of these entities as managing director or managing member either directly or through indirect ownership and in such capacity may be deemed to have voting and investment power with respect to shares held by each of these entities. John G. Freund disclaims beneficial ownership of such securities, except to the extent of his proportionate partnership interest therin.
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(
2)
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The shares are held by John G. Freund as custodian for his two sons.
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(
3)
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The shares are owned by a retirement account of which John G. Freund is the beneficiary.
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(
4)
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The shares are held by the Paul Brooke 1989 Insurance Trust of which John G. Freund is a trustee.
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(
5)
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The shares are owned by a revocable trust of which John G. Freund is a trustee.
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(
6)
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The shares are held by John G. Freund Family Partnership IV, L.P. John G. Freund disclaims beneficial ownership of such securities, except to the extent of his proportionate partnership interest therin.
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(
7)
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Each restricted stock unit represents a contingent right to receive one share of XenoPort, Inc. common stock.
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(
8)
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The restricted stock units shall cliff vest in full on earlier of the one-year anniversary of the grant date, June 17, 2014, or the next annual meeting of the company. The next annual meeting occurred on May 19, 2015.
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(
9)
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The shares shall vest and become exercisable in a series of 12 successive equal monthly installments measured from the grant date, May 19, 2015.
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(
10)
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The restricted stock units shall cliff vest in full on earlier of the one-year anniversary of the grant date, May 19, 2015, or the next annual meeting of the company.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Freund John Gordon
C/O XENOPORT, INC.
3410 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051
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X
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Signatures
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/s/ Stephanie L. Arata
Attorney-in-fact
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5/21/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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