sc13gza

0000950123-11-013180.txt : 20110214 0000950123-11-013180.hdr.sgml : 20110214 20110214073007 ACCESSION NUMBER: 0000950123-11-013180 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: VENROCK ASSOCIATES II, L.P. GROUP MEMBERS: VENROCK ENTREPRENEURS FUND, L.P. GROUP MEMBERS: VENROCK HEALTHCARE CAPITAL PARTNERS, L.P. GROUP MEMBERS: VENROCK MANAGEMENT, LLC GROUP MEMBERS: VHCP CO-INVESTMENT HOLDINGS, LLC GROUP MEMBERS: VHCP MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XENOPORT INC CENTRAL INDEX KEY: 0001130591 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943330837 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81461 FILM NUMBER: 11602164 BUSINESS ADDRESS: STREET 1: 3410 CENTRAL EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 BUSINESS PHONE: 4086167200 MAIL ADDRESS: STREET 1: 3410 CENTRAL EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENROCK ASSOCIATES CENTRAL INDEX KEY: 0000937889 IRS NUMBER: 136300995 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126495600 MAIL ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 SC 13G/A 1 w81467sc13gza.htm SC 13G/A sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

XENOPORT, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

98411C100

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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 the disclosures provided in a prior cover page.

The information required in 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 (“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).

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.


CUSIP No.		98411C100	13G	Page		2		of		12


1	NAMES OF REPORTING PERSONS: Venrock Associates




2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ¹
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	New York, United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

¹ Venrock Associates (“Venrock”), Venrock Associates II, L.P. (“Venrock II”), Venrock Entrepreneurs Fund, L.P. (“Entrepreneurs Fund”), Venrock Healthcare Capital Partners, L.P. (“VHCP”), VHCP Co-Investment Holdings, LLC (“VHCP Co-Investment”), Venrock Management, LLC (“Venrock Management”), the general partner of Entrepreneurs Fund, and VHCP Management, LLC (“VHCP Management”), the general partner of VHCP and the manager of VHCP Co-Investment, are members of a group for purposes of this Schedule 13G.


CUSIP No.		98411C100	13G	Page		3		of		12


1	NAMES OF REPORTING PERSONS: Venrock Associates II, L.P.




2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ¹
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	New York, United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

¹ Venrock, Venrock II, Entrepreneurs Fund, VHCP, VHCP Co-Investment, Venrock Management and VHCP Management are members of a group for purposes of this Schedule 13G.


CUSIP No.		98411C100	13G	Page		4		of		12


1	NAMES OF REPORTING PERSONS: Venrock Entrepreneurs Fund, L.P.




2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ¹
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	New York, United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

¹ Venrock, Venrock II, Entrepreneurs Fund, VHCP, VHCP Co-Investment, Venrock Management and VHCP Management are members of a group for purposes of this Schedule 13G.


CUSIP No.		98411C100	13G	Page		5		of		12


1	NAMES OF REPORTING PERSONS: Venrock Healthcare Capital Partners, L.P.




2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ¹
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware, United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			70,855²

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			70,855²

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	70,855²

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.2%³

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

¹ Venrock, Venrock II, Entrepreneurs Fund, VHCP, VHCP Co-Investment, Venrock Management and VHCP Management are members of a group for purposes of this Schedule 13G.

² Consists of shares issuable pursuant to warrants exercisable within 60 days of December 31, 2010 as follows: 59,548 by VHCP; and 11,307 by VHCP Co-Investment. VHCP Management is the general partner of VHCP and the manager of VHCP Co-Investment.

³ This percentage is calculated based upon 34,576,085 shares of the Issuer’s common stock outstanding, as set forth in the Issuer’s Prospectus Supplement, filed with the Securities and Exchange Commission on December 9, 2010.


CUSIP No.		98411C100	13G	Page		6		of		12


1	NAMES OF REPORTING PERSONS: VHCP Co-Investment Holdings, LLC




2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ¹
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware, United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			70,855²

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			70,855²

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	70,855²

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.2%³

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

¹ Venrock, Venrock II, Entrepreneurs Fund, VHCP, VHCP Co-Investment, Venrock Management and VHCP Management are members of a group for purposes of this Schedule 13G.


CUSIP No.		98411C100	13G	Page		7		of		12


1	NAMES OF REPORTING PERSONS: Venrock Management, LLC




2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ¹
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware, United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

¹ Venrock, Venrock II, Entrepreneurs Fund, VHCP, VHCP Co-Investment, Venrock Management and VHCP Management are members of a group for purposes of this Schedule 13G.


CUSIP No.		98411C100	13G	Page		8		of		12


1	NAMES OF REPORTING PERSONS: VHCP Management, LLC




2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ¹
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware, United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			70,855²

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			70,855²

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	70,855²

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.2%³

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

¹ Venrock, Venrock II, Entrepreneurs Fund, VHCP, VHCP Co-Investment, Venrock Management and VHCP Management are members of a group for purposes of this Schedule 13G.


CUSIP No.		98411C100	13G	Page		9		of		12

Introductory Note: This Statement on Schedule 13G is filed on behalf of Venrock Associates, a limited partnership organized under the laws of the State of New York (“Venrock”), Venrock Associates II, L.P., a limited partnership organized under the laws of the State of New York (“Venrock II”), Venrock Entrepreneurs Fund, L.P., a limited partnership organized under the laws of the State of New York (“Entrepreneurs Fund”), Venrock Healthcare Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP”), VHCP Co-Investment Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment”), Venrock Management, LLC, a limited liability company organized under the laws of the State of Delaware (“Venrock Management”) and VHCP Management, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management” and, collectively with Venrock, Venrock II, Entrepreneurs Fund, VHCP, VHCP Co-Investment and Venrock Management, the “Venrock Entities”) in respect of shares of common stock of XenoPort, Inc.


		Item 1(a)		Name of Issuer:

				XenoPort, Inc.

		Item 1(b)		Address of Issuer’s Principal Executive Offices:

				3410 Central Expressway
				Santa Clara, CA 95051

		Item 2(a)		Name of Person Filing:

				Venrock Associates
				Venrock Associates II, L.P.
				Venrock Entrepreneurs Fund, L.P. Venrock Healthcare Capital Partners, L.P. VHCP Co-Investment Holdings, LLC Venrock Management, LLC VHCP Management, LLC


Item 2(b)	Address of Principal Business Office or, if none, Residence:

New York Office:		Palo Alto Office:	Cambridge Office:

530 Fifth Avenue		3340 Hillview Avenue	55 Cambridge Parkway
22nd Floor		Palo Alto, CA 94304	Suite 100
New York, NY 10036			Cambridge, MA 02142


		Item 2(c)		Citizenship:

				Each of Venrock, Venrock II and Entrepreneurs Fund are limited partnerships organized in the State of New York. VHCP is a limited partnership organized under the laws of the State of Delaware. VHCP Co-Investment, Venrock Management and VHCP Management are limited liability companies organized under the laws of the State of Delaware.

		Item 2(d)		Title of Class of Securities:

				Common Stock

		Item 2(e)		CUSIP Number

				98411C100

		Item 3		Not applicable.


CUSIP No.		98411C100	13G	Page		10		of		12


		Item 4		Ownership

				(a) and (b)

VHCP beneficially owns 59,548 shares of common stock issuable pursuant to warrants exercisable within 60 days of December 31, 2010 or 0.1% of the outstanding shares of common stock. VHCP Co-Investment beneficially owns 11,307 shares of common stock issuable pursuant to warrants exercisable within 60 days of December 31, 2010 or 0.1% of the outstanding shares of common stock.

(c)

Venrock, Venrock II, Entrepreneurs Fund, and Venrock Management each have the sole power to vote or to direct the vote of no shares of the common stock, sole power to dispose or to direct the disposition of no shares of the common stock, shared power to vote or to direct the vote of no shares of the common stock, and shared power to dispose or to direct the disposition of no shares of the common stock.

VHCP, VHCP Co-Investment, and VHCP Management each have the sole power to vote or to direct the vote of no shares of the common stock, sole power to dispose or to direct the disposition of no shares of the common stock, shared power to vote or to direct the vote of 70,855 shares of the common stock, and shared power to dispose or to direct the disposition of 70,855 shares of the common stock.


		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.þ

		Item 6		Ownership of More than Five Percent on Behalf of Another Person:

				Not applicable.

		Item 7		Identification and Classification of the Subsidiary Which Acquired the
				Security Being Reported on By the Parent Holding Company:

				Not applicable.

		Item 8		Identification and Classification of Members of the Group:

				This Schedule is being filed pursuant to Rule 13d-1(d). The identities of
				each of the Venrock Entities are stated in Item 2(a).

		Item 9		Notice of Dissolution of Group:

				Not applicable.


CUSIP No.		98411C100	13G	Page		11		of		12


		Item 10		Certification

				By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.


Dated: February 14, 2011	VENROCK ASSOCIATES By: A General Partner
	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VENROCK ASSOCIATES II, L.P. By: A General Partner
	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VENROCK ENTREPRENEURS FUND, L.P.
	By: Venrock Management, LLC Its: General Partner

	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VENROCK MANAGEMENT, LLC
	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VENROCK HEALTHCARE CAPITAL PARTNERS, L.P.
	By: VHCP Management, LLC Its: General Partner

	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VHCP CO-INVESTMENT HOLDINGS, LLC
	By: VHCP Management, LLC Its: Manager

	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VHCP MANAGEMENT, LLC
	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory


CUSIP No.		98411C100	13G	Page		12		of		12

EXHIBIT INDEX


Exhibit No.

99.1		Agreement pursuant to 13d-1(k)(1) among Venrock Associates, Venrock Associates II, L.P., Venrock Entrepreneurs Fund, L.P., Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, Venrock Management, LLC and VHCP Management, LLC.

EX-99.1 2 w81467exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.


Dated: February 14, 2011	VENROCK ASSOCIATES By: A General Partner
	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VENROCK ASSOCIATES II, L.P. By: A General Partner
	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VENROCK ENTREPRENEURS FUND, L.P.
	By: Venrock Management, LLC Its: General Partner

	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VENROCK MANAGEMENT, LLC
	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VENROCK HEALTHCARE CAPITAL PARTNERS, L.P.
	By: VHCP Management, LLC Its: General Partner

	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VHCP CO-INVESTMENT HOLDINGS, LLC
	By: VHCP Management, LLC Its: Manager

	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory

	VHCP MANAGEMENT, LLC
	By:	/s/ David L. Stepp
	Name:	David L. Stepp
	Title:	Authorized Signatory