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^*

BATES GREGORY T

(Last)

(First)

(Middle)

3410 CENTRAL EXPRESSWAY

(Street)

SANTA CLARA

95051

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2012

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, Regulatory Affairs & QA

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	9,063	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)
Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Common Stock	281⁽²⁾	⁽³⁾	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	750⁽⁵⁾	⁽³⁾	D
Restricted Stock Unit	⁽⁶⁾	⁽⁶⁾	Common Stock	5,625⁽⁷⁾	⁽³⁾	D
Restricted Stock Unit	⁽⁸⁾	⁽⁸⁾	Common Stock	5,625⁽⁹⁾	⁽³⁾	D
Restricted Stock Unit	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	20,000	⁽³⁾	D
Restricted Stock Unit	⁽¹¹⁾	⁽¹¹⁾	Common Stock	20,000	⁽³⁾	D
Employee Stock Option	⁽¹²⁾	05/15/2016	Common Stock	13,126⁽¹³⁾	$24.32	D
Employee Stock Option	⁽¹⁴⁾	01/30/2017	Common Stock	1,813⁽¹⁵⁾	$23.96	D
Employee Stock Option	⁽¹⁶⁾	01/30/2018	Common Stock	5,000	$59.17	D
Employee Stock Option	⁽¹⁷⁾	01/28/2019	Common Stock	8,750	$25.8	D
Employee Stock Option	⁽¹⁸⁾	01/13/2020	Common Stock	12,500	$20.05	D
Employee Stock Option	⁽¹⁹⁾	01/13/2021	Common Stock	10,000	$9.16	D
Employee Stock Option	⁽²⁰⁾	01/13/2022	Common Stock	20,000	$4.34	D
Employee Stock Option	⁽²¹⁾	06/01/2022	Common Stock	20,000	$5.38	D

Explanation of Responses:

1. The restricted stock units shall vest over four years from the grant date, January 28, 2009, in equal annual installments.

2. This grant was originally made for 1,125 shares. Of these shares, 844 have subsequently vested and have been delivered to the reporting person, and 281 remain subject to the grant.

3. Each restricted stock unit represents a contingent right to receive one share of XenoPort, Inc. common stock.

4. The restricted stock units shall vest over four years from the grant date, January 13, 2010, in equal annual installments.

5. This grant was originally made for 1,500 shares. Of these shares, 750 have subsequently vested and have been delivered to the reporting person, and 750 remain subject to the grant.

6. The restricted stock units shall vest over three years from the grant date, March 12, 2010, with 25% vesting on the first anniversary date, 25% vesting on the second anniversary date and 50% vesting on the third anniversary date from the date of grant.

7. This grant was originally made for 11,250 shares. Of these shares, 5,625 have subsequently vested and have been delivered to the reporting person, and 5,625 remain subject to the grant.

8. The restricted stock units shall vest over four years from the grant date, January 13, 2011, in equal annual installments.

9. This grant was originally made for 7,500 shares. Of these shares, 1,875 have subsequently vested and have been delivered to the reporting person, and 5,625 remain subject to the grant.

10. The restricted stock units shall vest over three years from the grant date, January 13, 2012, with 25% vesting on the first anniversary date, 25% vesting on the second anniversary date and 50% vesting on the third anniversary date from the date of grant.

11. The restricted stock units shall vest over four years from the grant date, June 1, 2012, in equal annual installments.

12. The shares shall vest and become exercisable over a four-year period, with 25% of the shares subject to the option cliff vesting at the first anniversary measured from the vesting commencement date, May 15, 2006, and 1/48th of the shares subject to the option vesting monthly thereafter.

13. This grant was originally made for 30,000 shares. Of these shares, 16,874 have subsequently been exercised and 13,126 remain subject to the grant.

14. 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 30, 2007.

15. This grant was originally made for 3,000 shares. Of these shares, 1,187 have subsequently been exercised and 1,813 remain subject to the grant.

16. 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 30, 2008.

17. 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 28, 2009.

18. 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 13, 2010.

19. 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 13, 2011.

20. 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 13, 2012.

21. The shares shall vest and become exercisable over a four-year period, with 25% of the shares subject to the option cliff vesting at the first anniversary measured from the vesting commencement date, June 1, 2012, and 1/48th of the shares subject to the option vesting monthly thereafter.

Remarks:

	Stephanie L. Arata Attorney-in-fact	06/06/2012
	** 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.