0000899243-16-024695.txt : 20160706
0000899243-16-024695.hdr.sgml : 20160706
20160706215149
ACCESSION NUMBER: 0000899243-16-024695
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: FRIEDMAN CATHY
CENTRAL INDEX KEY: 0001411874
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51329
FILM NUMBER: 161755453
MAIL ADDRESS:
STREET 1: C/O XENOPORT, INC.
STREET 2: 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
0001411874
FRIEDMAN CATHY
C/O XENOPORT, INC.
2000 SEAPORT BOULEVARD, SUITE 300
REDWOOD CITY
CA
94063
1
0
0
0
Common Stock
2016-07-05
4
U
0
22300
7.03
D
0
D
Common Stock
2016-07-05
4
U
0
2600
7.03
D
0
I
By Trust
Stock Options
6.18
2016-07-05
4
D
0
15000
7.03
D
2022-05-16
Common Stock
15000
0
D
Stock Options
6.17
2016-07-05
4
D
0
15000
7.03
D
2023-05-14
Common Stock
15000
0
D
Stock Options
4.57
2016-07-05
4
D
0
15000
7.03
D
2024-06-11
Common Stock
15000
0
D
Stock Options
6.04
2016-07-05
4
D
0
15000
7.03
D
2025-05-19
Common Stock
15000
0
D
Stock Options
4.35
2016-07-05
4
D
0
15000
7.03
D
2026-05-17
Common Stock
15000
0
D
Restricted Stock Units
2016-07-05
4
D
0
5000
7.03
D
Common Stock
5000
0
D
Shares held by the Jon Duane & C Friedman TTEES Duane Family Trust U/T/A DTD 07/31/03.
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.
/s/ William G. Harris, as Attorney-in-Fact
2016-07-06