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 XENOPORT, INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2015

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)
Common Stock	11/11/2015		S		909⁽¹⁾	D	$6.6822	488,560	I	Through Fund⁽²⁾
Common Stock								13,899	D
Common Stock								3,080	I	Beneficial Ownership⁽³⁾
Common Stock								22,633	I	Beneficial Ownership⁽⁴⁾
Common Stock								3,645	I	Beneficial Ownership⁽⁵⁾
Common Stock								21,200	I	Beneficial Ownership⁽⁶⁾
Common Stock								27	I	Beneficial Ownership⁽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)

Explanation of Responses:

1. Represents 22 shares sold from fund Skyline Venture Partners III, LP and 887 shares sold from fund Skyline Venture Partners Qualified Purchaser Fund III, LP. This total of 909 shares were sold at a range of $6.68 to $6.6825. This will bring the respective funds shares of XenoPort, Inc. down to zero.

2. These shares are held by multiple entities. 227 shares are held by Skyline Venture Management III, L.L.C. and 488,333 shares are held by Skyline Venture Partners V, L.P. John G. Freund is connected to each of these entities as managing director or managing member either directly or through indirect ownership and in such capacity may be deemed to have voting and investment power with respect to shares held by each of these entities. John G. Freund disclaims beneficial ownership of such securities, except to the extent of his proportionate partnership interest therin.

3. The shares are held by John G. Freund as custodian for his two sons.

4. The shares are owned by a retirement account of which John G. Freund is the beneficiary.

5. The shares are held by the Paul Brooke 1989 Insurance Trust of which John G. Freund is a trustee.

6. The shares are owned by a revocable trust of which John G. Freund is a trustee.

7. The shares are held by John G. Freund Family Partnership IV, L.P. John G. Freund disclaims beneficial ownership of such securities, except to the extent of his proportionate partnership interest therin.

Remarks:

	/s/ Stephanie L. Arata Attorney-in-Fact	11/13/2015
	** 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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