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^*

Barrett Ronald W

(Last)

(First)

(Middle)

C/O XENOPORT, INC.

3410 CENTRAL EXPRESSWAY

(Street)

SANTA CLARA

95051

(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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2009

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	08/26/2009		M		33,333	A	$1.8	100,539⁽¹⁾	I⁽²⁾	By Trust
Common stock	08/26/2009		M		14,814	A	$2.7	115,353⁽¹⁾	I⁽²⁾	By Trust
Common stock								21,216⁽³⁾	D
Common stock								80,000	I	By GRAT
Common stock								1,666	I	By Children

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)
Employee Stock Option	$1.8	08/26/2009		M		33,333		⁽⁴⁾	01/23/2013	Common stock	33,333	$0.00	0	I	By Trust
Employee Stock Option	$2.7	08/26/2009		M		14,814		⁽⁵⁾	10/01/2013	Common Stock	14,814	$0.00	0	I	By Trust

Explanation of Responses:

1. 2,390 shares were gifted by the reporting person on August 13, 2009 to irrevocable trusts held by the individual's children and these shares are accordingly considered to be no longer beneficially owned by the individual.

2. Option Exercised by Ronald Barrett on August 26, 2009, upon exercise shares transferred to Barrett Family Trust.

3. Includes 1,503 shares acquired through the Issuer's Employee Stock Purchase Plan on May 15, 2009.

4. The shares shall vest and become exercisable in a series of forty-eight successive equal monthly installments over the four-year period measured from the grant date, January 23, 2003.

5. The shares shall vest and become exercisable in a series of forty-eight successive equal monthly installments over the four-year period measured from the grant date, October 1, 2003.

Remarks:

	/s/ Martyn J Webster Attorney-in-fact	08/28/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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