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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ROBERTS BRYAN E (Last) (First) (Middle) C/O VENROCK ASSOCIATES 2494 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (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) 05/03/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/03/2007		J(1)		5	A	(2)	5	D
Common Stock								410,823	I	By Fund(3)
Common Stock								591,136	I	By Fund(4)
Common Stock								20,274	I	By Fund(5)
Common Stock								70	I	By Limited Liability Company(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This report is being filed to report the distribution of Common Stock to its partners by each of Venrock Associates, Venrock Associates II, L.P., and Venrock Entrepreneurs Fund, L.P. Represents a change in form of beneficial ownership from indirect to direct by virtue of a pro rata distribution of Common Stock to its partners by Venrock Associates, a limited partnership of which Bryan E. Roberts is a General Partner. In the prior report, Mr. Roberts reported indirect beneficial ownership of 581,574 shares of Common Stock held by Venrock Associates as to which beneficial ownership was disclaimed except to the extent of Mr. Roberts' pecuniary interest therein.

2. Not applicable.

3. 410,823 shares have been retained by Venrock Associates after a pro rata distribution of 170,751 shares of Common Stock to its partners. Bryan E. Roberts is a General Partner of Venrock Associates and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. 591,136 shares have been retained by Venrock Associates II, L.P. after a pro rata distribution of 245,764 shares of Common Stock to its partners. Bryan E. Roberts is a General Partner of Venrock Associates II, L.P. and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. 20,274 shares have been retained by Venrock Entrepreneurs Fund, L.P. after a pro rata distribution of 8,392 shares of Common Stock to its partners. Bryan E. Roberts is a Member of Venrock Management LLC, the general partner of Venrock Entrepreneurs Fund, L.P., and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

6. Venrock Management LLC received and retained 70 shares of Common Stock in the pro rata distribution by Venrock Entrepreneurs Fund, L.P. to its partners. Bryan E. Roberts is a Member of Venrock Management LLC and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Remarks:

	Bryan E. Roberts	05/07/2007
	** 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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