X0202 4 2005-06-07 0001130591 XENOPORT INC XNPT 0000937889 VENROCK ASSOCIATES 30 ROCKEFELLER PLAZA, ROOM 5508 NEW YORK NY 10112 0 0 1 0 Series D Preferred Stock 2005-06-07 4 J 0 2914 A Common Stock 2914 71247 D Each share of Series D Preferred Stock will automatically convert into Common Stock on a 1-for-1 basis concurrently with the closing of the Issuer's initial public offering. Shares of Series D Preferred Stock received pursuant to a stock dividend paid as an in-kind dividend on the Issuer's outstanding shares of Series D Preferred Stock. Shares of Preferred Stock are convertible into Common Stock at any time and have no expiration date. All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock concurrently with the closing of the Issuer's initial public offering. Bryan E. Roberts, General Partner 2005-06-09