0001193805-16-002665.txt : 20160216 0001193805-16-002665.hdr.sgml : 20160215 20160216194331 ACCESSION NUMBER: 0001193805-16-002665 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160211 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 ISSUER: 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: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD MANAGEMENT CO CENTRAL INDEX KEY: 0001009258 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51329 FILM NUMBER: 161431162 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD MANAGEMENT CO /NY DATE OF NAME CHANGE: 19981022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield Mgmt L.P. CENTRAL INDEX KEY: 0001010823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51329 FILM NUMBER: 161431163 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125511600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP DATE OF NAME CHANGE: 20050930 FORMER NAME: FORMER CONFORMED NAME: DEERFIELD CAPITAL LP ET AL DATE OF NAME CHANGE: 19960318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEERFIELD PARTNERS, LP CENTRAL INDEX KEY: 0001301041 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51329 FILM NUMBER: 161431166 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-551-1600 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flynn James E CENTRAL INDEX KEY: 0001352546 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51329 FILM NUMBER: 161431164 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deerfield International Master Fund, L.P. CENTRAL INDEX KEY: 0001565089 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51329 FILM NUMBER: 161431165 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-692-7108 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 e614669_4-xenoport.xml OWNERSHIP DOCUMENT X0306 4 2016-02-11 0 0001130591 XENOPORT INC XNPT 0001352546 Flynn James E 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001010823 Deerfield Mgmt L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001009258 DEERFIELD MANAGEMENT CO 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001301041 DEERFIELD PARTNERS, LP 780 3RD AVENUE 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group 0001565089 Deerfield International Master Fund, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK NY 10017 0 0 1 1 Possible Member of 10% Group Common Stock 2016-02-11 4 P 0 1224136 3.9582 A 1224136 I Through Deerfield Partners, L.P. Common Stock 2016-02-11 4 P 0 1557991 3.9582 A 1557991 I Through Deerfield International Master Fund, L.P. Common Stock 2016-02-11 4 P 0 909221 3.7588 A 2133357 I Through Deerfield Partners, L.P. Common Stock 2016-02-11 4 P 0 1157189 3.7588 A 2715180 I Through Deerfield International Master Fund, L.P. Common Stock 2016-02-12 4 P 0 15499 3.923 A 2148856 I Through Deerfield Partners, L.P. Common Stock 2016-02-12 4 P 0 19725 3.923 A 2734905 I Through Deerfield International Master Fund, L.P. Common Stock 6667391 I Through Deerfield Special Situations Fund, L.P. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.75 to $4.01, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1), (2) and (3) of this Form 4. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.70 to $4.00, inclusive. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.84 to $4.02, inclusive. This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. (the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P. In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. /s/ Jonathan Isler 2016-02-16 EX-99 2 e614669_ex99.htm OWNERSHIP DOCUMENT Unassociated Document
 
Joint Filer Information

Names:
Deerfield Mgmt, L.P.,  Deerfield Management Company, L.P.,
Deerfield Partners, L.P., Deerfield International Master Fund, L.P.
   
Address:
780 Third Avenue, 37th Floor
New York, NY  10017
   
Designated Filer:
James E. Flynn
   
Issuer and Ticker Symbol:
XenoPort, Inc. [XNPT]
   
Date of Earliest Transaction
Required to be Reported:
February 11, 2016
 
The undersigned, Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P., are jointly filing the attached Statement of Changes in Beneficial Ownership on Form 4 with James E. Flynn with respect to the beneficial ownership of securities of XenoPort, Inc.
 
Signatures:

DEERFIELD MGMT, L.P.
 
By:  J.E. Flynn Capital, LLC, General Partner
 
By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact
 
DEERFIELD PARTNERS, L.P.
 
By:  Deerfield Mgmt, L.P., General Partner
 
By:  J.E. Flynn Capital, LLC, General Partner
 
By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact
 
DEERFIELD MANAGEMENT COMPANY, L.P.
 
By:  Flynn Management LLC, General Partner
 
By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact
DEERFIELD INTERNATIONAL MASTER FUND, L.P.
 
By:  Deerfield Mgmt, L.P., General Partner
 
By:  J.E. Flynn Capital, LLC, General Partner
 
By: /s/ Jonathan Isler
       Jonathan Isler, Attorney-In-Fact