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^*

FRIEDMAN CATHY

(Last)

(First)

(Middle)

C/O XENOPORT, INC.

2000 SEAPORT BOULEVARD, SUITE 300

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XENOPORT INC [ XNPT ]

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)
07/05/2016

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	07/05/2016		U		22,300	D	$7.03	0	D
Common Stock	07/05/2016		U		2,600	D	$7.03	0	I⁽¹⁾	By Trust

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)
Stock Options	$6.18	07/05/2016		D			15,000	⁽²⁾	05/16/2022	Common Stock	15,000	$7.03	0	D
Stock Options	$6.17	07/05/2016		D			15,000	⁽²⁾	05/14/2023	Common Stock	15,000	$7.03	0	D
Stock Options	$4.57	07/05/2016		D			15,000	⁽²⁾	06/11/2024	Common Stock	15,000	$7.03	0	D
Stock Options	$6.04	07/05/2016		D			15,000	⁽²⁾	05/19/2025	Common Stock	15,000	$7.03	0	D
Stock Options	$4.35	07/05/2016		D			15,000	⁽²⁾	05/17/2026	Common Stock	15,000	$7.03	0	D
Restricted Stock Units	⁽³⁾	07/05/2016		D			5,000	⁽⁴⁾	⁽⁴⁾	Common Stock	5,000	$7.03	0	D

Explanation of Responses:

1. Shares held by the Jon Duane & C Friedman TTEES Duane Family Trust U/T/A DTD 07/31/03.

2. 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.

3. Each restricted stock unit ("RSU") represents the right to receive one share of common stock of XenoPort.

4. 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.

Remarks:

	/s/ William G. Harris, as Attorney-in-Fact	07/06/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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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