X0202 4/A 2005-06-01 2005-06-03 0 0001130591 XENOPORT INC XNPT 0001185830 OVERELL ROBERT C/O XENOPORT, INC. 3410 CENTRAL EXPRESSWAY SANTA CLARA CA 95051 1 0 0 0 Common Stock 2005-06-01 4 X 0 28186 A 181529 I See footnote Stock Option (Right to Buy) 10.39 2005-06-02 4 J 0 10000 0.00 A 2015-06-01 Common Stock 10000 10000 D Warrant 0.06 2005-06-01 4 X 0 28349 0.00 D Common Stock 28349 0 D Includes 27,977 shares of Common Stock issued to Frazier Healthcare III, L.P. upon net exercise of a warrant and 209 shares of Common Stock issued to Frazier Affiliates III, L.P. upon net exercise of a warrant. The reporting person is an affiliate of the general partner of Frazier Healthcare III, L.P. and Frazier Affiliates III, L.P., however, he disclaims beneficial ownership of the shares to the extent of his proportionate partnership interest therein. Includes 181,320 shares of Common Stock issued to Frazier Healthcare III, L.P. and 209 shares of Common Stock issued to Frazier Affiliates III, L.P. The reporting person is an affiliate of the general partner of Frazier Healthcare III, L.P. and Frazier Affiliates III, L.P., however, he disclaims beneficial ownerhsip of the shares except to the extent of his proportionate partnership interest therein. The option becomes exercisable at a rate of 1/12th per month beginning on the date of grant. Excercisable at any time prior to expiration. Expires immediately prior to the initial public offering of the issuer's Common Stock. This amendment was filed solely to (a) delete disclosure regarding the acquisition of shares of Series D preferred stock resulting from a pay in kind dividend and (b) correct the vesting schedule related to the option grant. The pay in kind dividend was paid upon the closing of the initial public offering and shall be disclosed in a separate Form 4. /s/ Robert W. Overell 2005-06-09