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^*

Bosko Gianna M

(Last)

(First)

(Middle)

3410 CENTRAL EXPRESSWAY

(Street)

SANTA CLARA

95051

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, CLO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2015

4. 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 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)

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)
Employee Stock Option	$6.38	01/07/2015		A		8,500		⁽¹⁾⁽²⁾	02/24/2024	Common Stock	8,500	$0.00	8,500	D
Employee Stock Option	$9.03	01/20/2015		A		14,000		⁽³⁾	01/20/2025	Common Stock	14,000	$0.00	14,000	D

Explanation of Responses:

1. On February 24, 2014, the reporting person was granted a stock option to purchase 17,000 shares of common stock. The option vested as to 4,250 of the shares subject to the option upon the compensation committee's certification that certain performance criteria had been met ("Performance Critieria 2"), which certification occurred on January 7, 2015, resulting in the vesting of the option as to 4,250 shares on that date. As a result of Performance Criteria 2 being satisfied, in addition to the vesting of the option as to 4,250 shares on January 7, 2015, an additional 4,250 of the shares subject to the option will now vest on January 7, 2016, subject to continuous service. (continued on Footnote 2)

2. (continued) An additional 4,250 shares subject to the option would vest, if at all, upon the compensation committee's certification that certain other performance criteria have been met ("Performance Critieria 1"), which Performance Criteria 1 must be met by December 31, 2015. In the event Performance Critieria 1 is satisfied, the final 4,250 shares subject to the option would vest on the one-year anniversary of the certification date for Performance Criteria 1, subject to continuous service.

3. On January 20, 2015, the reporting person was granted an option to purchase 14,000 shares of common stock of which 50% of the shares subject to the option will vest, if at all, if the daily volume-weighted average price (the "VWAP") for XenoPort's common stock is greater or equal to $11.00 per share for 30 consecutive trading days ending on or prior to December 31, 2016, and the remaining 50% of the shares subject to the option will vest, if at all, if the daily VWAP for XenoPort's common stock is greater or equal to $13.00 per share for 30 consecutive trading days ending on or prior to December 31, 2018.

Remarks:

	/s/ Stephanie L. Arata Attorney-in-Fact	01/22/2015
	** 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 4 (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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