SEC FORM 3

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^*

Cundy Kenneth C

(Last)

(First)

(Middle)

C/O XENOPORT, INC.

3410 CENTRAL EXPRESSWAY

(Street)

SANTA CLARA

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Preclinical Development

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	54,628	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽¹⁾	01/22/2012	Common Stock	25,000	$1.5	D
Stock Option (Right to Buy)	⁽²⁾	01/22/2013	Common Stock	20,000	$1.8	D
Stock Option (Right to Buy)	⁽³⁾	09/30/2013	Common Stock	14,166	$2.7	D
Stock Option (Right to Buy)	⁽⁴⁾	03/30/2014	Common Stock	16,203	$2.7	D
Stock Option (Right to Buy)	⁽⁵⁾	03/30/2014	Common Stock	20,833	$2.7	D
Stock Option (Right to Buy)	⁽⁶⁾	01/03/2015	Common Stock	29,166	$6	D

Explanation of Responses:

1. One twenty-sixth (1/26th) of 6,509 shares shall become exercisable on the first day of each of the 26 months following February 1, 2002; one eleventh (1/11th) of 6,189 shares shall become exercisable on the first day of each of the 11 months following the initial 26-month period; and one eleventh (1/11th) of 12,301 shares shall become exercisable on the first day of each of the 11 months following the initial 37-month period.

2. Five hundred forty-eight (548) shares become exercisable on each of 1/1/04 and 2/1/04; 1,138 shares become exercisable on 3/1/04; 826 shares beceom exercisable on the first day of each of the 11 months beginning 4/1/04; and 1/12th of the remaining shares become exercisable on the first day of each of the 12 months beginning 2/1/06.

3. Three hundred eighty-three (383) shares become exercisable on 2/1/06; 950 become exercisable on the first day of each of the 11 months beginning on 3/1/06; and 1,666 share become exercisable on the first day of each of the 2 months beginning 2/1/07.

4. 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.

5. The option becomes exercisable at a rate of 1/48th per month after 3/31/04 for 48 months.

6. 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.