SEC FORM 4

SEC Form 4

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^*

LATTERELL PATRICK F

(Last)

(First)

(Middle)

C/O LATTERELL VENTURE PARTNERS

ONE EMBARCADERO CENTER SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XTENT INC [ XTNT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2007

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

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. 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)
Common Stock	02/06/2007		C		586,574	A	⁽¹⁾	586,574	I⁽²⁾	By Latterell Venture Partners, L.P.
Common Stock	02/06/2007		C		2,020,425	A	⁽¹⁾	2,020,425	I⁽³⁾	By Latterell Venture Partners II, L.P.
Common Stock	02/06/2007		C		196,458	A	⁽¹⁾	196,458	I⁽⁴⁾	By Latterell Venture Partners III, L.P.
Common Stock	02/06/2007		C		9,822	A	⁽¹⁾	9,822	I⁽⁴⁾	By LVP III Associates, L.P.
Common Stock	02/06/2007		C		4,911	A	⁽¹⁾	4,911	I⁽⁴⁾	By LVP III Partners, L.P.
Common Stock								10,000	I⁽⁵⁾	By Latterell Management Company, L.L.C.

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 A Convertible Preferred Stock	⁽⁶⁾	02/06/2007		C			225,000	⁽⁶⁾	⁽¹⁾	Common Stock	225,000	⁽¹⁾	0	I⁽²⁾	By Latterell Venture Partners, L.P.
Series B Convertible Preferred Stock	⁽⁶⁾	02/06/2007		C			119,681	⁽⁶⁾	⁽¹⁾	Common Stock	119,681	⁽¹⁾	0	I⁽²⁾	By Latterell Venture Partners, L.P.
Series C Convertible Preferred Stock	⁽⁶⁾	02/06/2007		C			166,051	⁽⁶⁾	⁽¹⁾	Common Stock	166,051	⁽¹⁾	0	I⁽²⁾	By Latterell Venture Partners, L.P.
Series D Convertible Preferred Stock	⁽⁶⁾	02/06/2007		C			75,842	⁽⁶⁾	⁽¹⁾	Common Stock	75,842	⁽¹⁾	0	I⁽²⁾	By Latterell Venture Partners, L.P.
Series A Convertible Preferred Stock	⁽⁶⁾	02/06/2007		C			775,000	⁽⁶⁾	⁽¹⁾	Common Stock	775,000	⁽¹⁾	0	I⁽³⁾	By Latterell Venture Partners II, L.P.
Series B Convertible Preferred Stock	⁽⁶⁾	02/06/2007		C			412,234	⁽⁶⁾	⁽¹⁾	Common Stock	412,234	⁽¹⁾	0	I⁽³⁾	By Latterell Venture Partners II, L.P.
Series C Convertible Preferred Stock	⁽⁶⁾	02/06/2007		C			571,955	⁽⁶⁾	⁽¹⁾	Common Stock	571,955	⁽¹⁾	0	I⁽³⁾	By Latterell Venture Partners II, L.P.
Series D Convertible Preferred Stock	⁽⁶⁾	02/06/2007		C			261,236	⁽⁶⁾	⁽¹⁾	Common Stock	261,236	⁽¹⁾	0	I⁽³⁾	By Latterell Venture Partners II, L.P.
Series D Convertible Preferred Stock	⁽⁶⁾	02/06/2007		C			196,458	⁽⁶⁾	⁽¹⁾	Common Stock	196,458	⁽¹⁾	0	I⁽⁴⁾	By Latterell Venture Partners III, L.P.
Series D Convertible Preferred Stock	⁽⁶⁾	02/06/2007		C			9,822	⁽⁶⁾	⁽¹⁾	Common Stock	9,822	⁽¹⁾	0	I⁽⁴⁾	By LVP III Associates, L.P.
Series D Convertible Preferred Stock	⁽⁶⁾	02/06/2007		C			4,911	⁽⁶⁾	⁽¹⁾	Common Stock	4,911	⁽¹⁾	0	I⁽⁴⁾	By LVP III Partners, L.P.

Explanation of Responses:

1. Not applicable.

2. Mr. Latterell is a managing member of Latterell Capital Management, L.L.C., the general partner of Latterell Venture Partners, L.P. Mr. Latterell disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Mr. Latterell is a managing member of Latterell Capital Management II, L.L.C., the general partner of Latterell Venture Partners II, L.P. Mr. Latterell disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. Mr. Latterell is a managing member of Latterell Capital Management III, L.L.C., the general partner of Latterell Venture Partners III, L.P., LVP III Associates, L.P. and LVP III Partners, L.P. Mr. Latterell disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. Mr. Latterell is a managing member of Latterell Management Company, L.L.C. Mr. Latterell disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

6. The reported securities automatically converted into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering on February 6, 2007.

	/s/ Patrick F. Latterell	02/06/2007
	** Signature of Reporting Person	Date
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* 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).
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