0000899243-16-024687.txt : 20160706 0000899243-16-024687.hdr.sgml : 20160706 20160706214309 ACCESSION NUMBER: 0000899243-16-024687 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160705 FILED AS OF DATE: 20160706 DATE AS OF CHANGE: 20160706 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: 2000 SEAPORT BLVD., SUITE 300 CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 4086167200 MAIL ADDRESS: STREET 1: 2000 SEAPORT BLVD., SUITE 300 CITY: REDWOOD CITY STATE: CA ZIP: 94063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RICHARD KIM CENTRAL INDEX KEY: 0001597177 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51329 FILM NUMBER: 161755434 MAIL ADDRESS: STREET 1: 3410 CENTRAL EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-07-05 1 0001130591 XENOPORT INC XNPT 0001597177 RICHARD KIM C/O XENOPORT, INC. 2000 SEAPORT BOULEVARD, SUITE 300 REDWOOD CITY CA 94063 0 1 0 0 See Remarks Common Stock 2016-07-05 4 U 0 26322 7.03 D 0 D Common Stock 2016-07-05 4 U 0 1500 7.03 D 0 I By Spouse Stock Options 5.42 2016-07-05 4 D 0 90000 7.03 D 2023-08-01 Common Stock 90000 0 D Stock Options 6.38 2016-07-05 4 D 0 50000 7.03 D 2024-02-24 Common Stock 50000 0 D Stock Options 6.38 2016-07-05 4 D 0 26000 7.03 D 2024-02-24 Common Stock 26000 0 D Stock Options 4.90 2016-07-05 4 D 0 50000 7.03 D 2026-01-26 Common Stock 50000 0 D Restricted Stock Units 2016-07-05 4 D 0 10000 7.03 D Common Stock 10000 0 D Restricted Stock Units 2016-07-05 4 D 0 8500 7.03 D Common Stock 8500 0 D Restricted Stock Units 2016-07-05 4 D 0 7500 7.03 D Common Stock 7500 0 D Restricted Stock Units 2016-07-05 4 D 0 20000 7.03 D Common Stock 20000 0 D Restricted Stock Units 2016-07-05 4 D 0 20000 7.03 D Common Stock 20000 0 D Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated May 21, 2016, by and among XenoPort, Inc. ("XenoPort"), Arbor Pharmaceuticals, LLC ("Arbor") and AP Acquisition Sub, Inc. ("AP Acquisition Sub"), a wholly owned subsidiary of Arbor, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each outstanding and unexercised option to purchase shares of common stock of XenoPort was fully vested, cancelled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $7.03 per share minus (B) the exercise price per share of common stock of XenoPort. Each restricted stock unit ("RSU") represents the right to receive one share of common stock of XenoPort. Pursuant to the terms of the Merger Agreement, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each outstanding RSU was fully vested, cancelled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to $7.03 per share. SENIOR VP OF CLINICAL DEVELOPMENT AND MEDICAL AFFAIRS AND CHIEF MEDICAL OFFICER /s/ William G. Harris, as Attorney-in-Fact 2016-07-06