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^*

Freund John Gordon

(Last)

(First)

(Middle)

C/O SKYLINE VENTURES

125 UNIVERSITY AVE.

(Street)

PALO ALTO

94301

(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)
	See also footnote 4, 5 and 7

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	06/07/2005		C		39,528	A	⁽²⁾	39,528⁽¹⁾	I	See footnote 4⁽⁴⁾
Common Stock	06/07/2005		C		460,471	A	⁽²⁾	460,471⁽¹⁾	I	See footnote 5⁽⁵⁾
Common Stock	06/07/2005		C		23,717	A	⁽⁶⁾	23,717⁽¹⁾	I	See footnote 4⁽⁴⁾
Common Stock	06/07/2005		C		276,282	A	⁽⁶⁾	276,282⁽¹⁾	I	See footnote 5⁽⁵⁾
Common Stock	06/07/2005		C		166,666	A	⁽⁶⁾	166,666⁽¹⁾	I	See footnote 7⁽⁷⁾
Common Stock	06/07/2005		C		8,550	A	⁽⁸⁾	8,550⁽¹⁾	I	See footnote 4⁽⁴⁾
Common Stock	06/07/2005		C		99,612	A	⁽⁸⁾	99,612⁽¹⁾	I	See footnote 5⁽⁵⁾
Common Stock	06/07/2005		C		22,533	A	⁽⁸⁾	22,533⁽¹⁾	I	See footnote 7⁽⁷⁾

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)
Series A Preferred Stock	⁽²⁾	06/07/2005		C			39,528	⁽²⁾	⁽³⁾	Common Stock	39,528⁽¹⁾	⁽²⁾	0	I	See footnote 4⁽⁴⁾
Series A Preferred Stock	⁽²⁾	06/07/2005		C			460,471	⁽²⁾	⁽³⁾	Common Stock	460,471⁽¹⁾	⁽²⁾	0	I	See footnote 5⁽⁵⁾
Series B Preferred	⁽⁶⁾	06/07/2005		C			23,717	⁽⁶⁾	⁽³⁾	Common Stock	23,717⁽¹⁾	⁽⁶⁾	0	I	See footnote 4⁽⁴⁾
Series B Preferred	⁽⁶⁾	06/07/2005		C			276,282	⁽⁶⁾	⁽³⁾	Common Stock	276,282⁽¹⁾	⁽⁶⁾	0	I	See footnote 5⁽⁵⁾
Series B Preferred	⁽⁶⁾	06/07/2005		C			166,666	⁽⁶⁾	⁽³⁾	Common Stock	166,666⁽¹⁾	⁽⁶⁾	0	I	See footnote 7⁽⁷⁾
Series D Preferred	⁽⁸⁾	06/07/2005		C			8,550	⁽⁸⁾	⁽³⁾	Common Stock	8,550⁽¹⁾	⁽⁸⁾	0	I	See footnote 4⁽⁴⁾
Series D Preferred	⁽⁸⁾	06/07/2005		C			99,612	⁽⁸⁾	⁽³⁾	Common Stock	99,612⁽¹⁾	⁽⁸⁾	0	I	See footnote 5⁽⁵⁾
Series D Preferred	⁽⁸⁾	06/07/2005		C			22,533	⁽⁸⁾	⁽³⁾	Common Stock	22,533⁽¹⁾	⁽⁸⁾	0	I	See footnote 7⁽⁷⁾
Series D Preferred	⁽⁸⁾	06/01/2005		J		5,345⁽⁹⁾		⁽⁸⁾	⁽³⁾	Common Stock	5,345⁽¹⁾	⁽⁸⁾	5,345⁽⁹⁾	I	See footnote 9⁽⁹⁾

1. Name and Address of Reporting Person^*

Freund John Gordon

(Last)

(First)

(Middle)

C/O SKYLINE VENTURES

125 UNIVERSITY AVE.

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)
	See also footnote 4, 5 and 7

1. Name and Address of Reporting Person^*

Skyline Venture Partners II, L.P.

(Last)

(First)

(Middle)

C/O SKYLINE VENTURES

125 UNIVERSITY AVE.

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See footnote 4

1. Name and Address of Reporting Person^*

Skyline Venture Partners Qualified Purhcaser Fund II, L.P.

(Last)

(First)

(Middle)

C/O SKYLINE VENTURES

125 UNIVERSITY AVE.

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See footnote 5

1. Name and Address of Reporting Person^*

Skyline Venture Management II, LLC

(Last)

(First)

(Middle)

C/O SKYLINE VENTURES

125 UNIVERSITY AVE.

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See footnote 4 and 5

1. Name and Address of Reporting Person^*

Skyline Expansion Fund, L.P.

(Last)

(First)

(Middle)

C/O SKYLINE VENTURES

125 UNIVERSITY AVE.

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See footnote 7

1. Name and Address of Reporting Person^*

Skyline Expansion Fund Management, LLC

(Last)

(First)

(Middle)

C/O SKYLINE VENTURES

125 UNIVERSITY AVE.

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See footnotes 7

1. Name and Address of Reporting Person^*

Skyline Venture Management III, LLC

(Last)

(First)

(Middle)

C/O SKYLINE VENTURES

125 UNIVERSITY AVE.

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See footnote 7

1. Name and Address of Reporting Person^*

KANEKO YASUNORI

(Last)

(First)

(Middle)

C/O SKYLINE VENTURES

125 UNIVERSITY AVE.

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See footnotes 4, 5 and 7

Explanation of Responses:

1. The reporting person(s) disclaim beneficial ownership of these shares, except to the extent of his pecuniary interest in the named fund, if any, and the inclusion of these shares shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. Each one share of Series A Preferred Stock automatically converts to one share of Common Stock upon the closing of the Issuer's initial public offering.

3. Expiration date is irrelevant.

4. These shares are held by Skyline Venture Partners II, L.P. Drs. Freund and Kaneko are Managing Directors of Skyline Venture Management II, LLC, the General Partner of this Fund.

5. These shares are held by Skyline Venture Partners Qualified Purchaser Fund II, L.P. Drs. Freund and Kaneko are Managing Directors of Skyline Venture Management II, LLC, the General Partner of this Fund.

6. Each one share of Series B Preferred Stock automatically converts to one share of Common Stock upon the closing of the Issuer's initial public offering.

7. These shares are held by Skyline Expansion Fund, L.P. Drs. Freund and Kaneko are Managing Directors of Skyline Venture Management III, LLC, a Managing Member of Skyline Expansion Management, LLC, the General Partner of this Fund.

8. Each one share of Series D Preferred Stock automatically converts to one share of Common Stock upon the closing of the Issuer's initial public offering.

9. These shares are being acquired as a Payment-in-Kind for dividends due as a result of holding Series D Preferred Stock in the company. These are being acquired as follows: 349 shares are held by Skyline Venture Partners II, L.P. ("SVPII"), 4,075 shares are held by Skyline Venture Partners Qualified Purchaser Fund II, L.P. ("SVPQPFII") and 921 shares are held by Skyline Expansion Fund, L.P. ("SEF") Skyline Venture Management II, LLC ("SVMII") is the general partner of SVPII and SVPQPFII. Skyline Venture Management III, LLC is a Managing Member of Skyline Expansion Fund Management, LLC, the general partner of SEF. John G. Freund and Yasunori Kaneko are Managing Directors of SVM II and SVMIII and in such capacity may be deemed to have voting and investment power with respect to shares of Series D Preferred Stock held by SVPII, SVPQPFII and SEF and as such disclaim beneficial ownership of these shares, except to the extent of his pecuniary interest in the named fund, if any.

	/s/ John G. Freund	06/08/2005
	/s/ John G. Freund, Managing Director of Skyline Venture Management II, LLC and Skyline Venture Management III, LLC	06/08/2005
	/s/ John G. Freund, Managing Director of Skyline Venture Management II, LLC, the General Partner	06/08/2005
	/s/ John G. Freund, Managing Director of Skyline Venture Management II, LLC	06/08/2005
	/s/ John G. Freund, Managing Director of Skyline Venture Management III, LLC, Managing Member of Skyline Expansion Fund Management, LLC, the GP	06/08/2005
	/s/ John G. Freund, Managing Director of Skyline Venture Management III, LLC the Managing Member of Skyline Expansion Fund Management, LLC	06/08/2005
	/s/ John G. Freund, Managing Director of Skyline Venture Management III, LLC	06/08/2005
	/s/ Yasunori Kaneko, Managing Director of Skyline Venture Managment II, LLC and Skyline Venture Manasgement III, LLC	06/08/2005
	** Signature of Reporting Person	Date
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