SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Barrett Ronald W (Last) (First) (Middle) C/O XENOPORT, INC. 3410 CENTRAL EXPRESSWAY (Street) SANTA CLARA CA 95051 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2005	3. Issuer Name and Ticker or Trading Symbol XENOPORT INC [ XNPT ]
		4. 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	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	276,756	I	By Trust
Common Stock	1,666	I	By Children

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	01/22/2013	Common Stock	33,333	$1.8	D
Stock Option (Right to Buy)	(2)	09/30/2013	Common Stock	33,332	$2.7	D
Stock Option (Right to Buy)	(3)	03/30/2014	Common Stock	66,666	$2.7	D
Stock Option (Right to Buy)	(4)	01/03/2015	Common Stock	66,666	$6	D

Explanation of Responses:

1. Three thousand nine hundred sixty-two (3,962) shares become exercisable on the first day of each of the five (5) months beginning March 1, 2006 and 1/6th of the remaining unvested shares shall become exercisable on the first day of each of the six (6) months beginning on August 1, 2006.

2. One thousand seven hundred twenty-one of the shares become exercisable on the first day of each of the six (6) months beginning on August 1, 2006 and 1/6th of the remaining shares shall become exercisable on the first day of each of the six (6) months beginning on February 1, 2007.

3. The option becomes exercisable at a rate of 1/60th per month for the 36 months following 3/31/04 and 1/30th per month for the 12 months following the initial 36 month vesting period.

4. The option becomes exercisable at a rate of 1/60th per month for the 36 months following 1/4/05 and 1/30th per month for the 12 months following the initial 36 month vesting period.

Remarks:

	/s/ William G. Harris, Attorney-in-fact	05/27/2005
	** 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 5 (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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