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^*

Contag Pamela Reilly

(Last)

(First)

(Middle)

XENOGEN CORPORATION

860 ATLANTIC AVENUE

(Street)

ALAMEDA

94501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XENOGEN CORP [ XGEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2006

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	08/09/2006		M		118,023	A	$0.42	140,880	D
Common Stock	08/09/2006		F		118,023	D	$0.42	140,880	D
Common Stock	08/09/2006		D		140,880	D	$0⁽¹⁾	0	D
Common Stock	08/09/2006		D		214,828	D	$0⁽¹⁾	0	I	By Contag Family Trust
Common Stock	08/09/2006		D		9,177	D	$0⁽¹⁾	0	I	By Ashlyn Grace Contag Trust
Common Stock	08/09/2006		D		9,177	D	$0⁽¹⁾	0	I	By Caitlin Ann Contag Trust
Common Stock	08/09/2006		D		9,177	D	$0⁽¹⁾	0	I	By Carlos and Ann Contag Trust
Common Stock	08/09/2006		D		9,177	D	$0⁽¹⁾	0	I	By Greyson Christopher Contag Trust
Common Stock	08/09/2006		D		9,177	D	$0⁽¹⁾	0	I	By John and Juanita Reilly Trust

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)
Stock Option (Right to Buy)	$0.42	08/09/2006		D⁽²⁾			5,214	06/01/2000⁽³⁾	12/01/2013	Common Stock	5,214	$0	0	D
Stock Option (Right to Buy)	$0.42	08/09/2006		A⁽²⁾		5,214		06/01/2000⁽³⁾	12/01/2013	Common Stock	5,214	$0	5,214	D
Stock Option (Right to Buy)	$0.42	08/09/2006		M			5,214	06/01/2000⁽³⁾	12/01/2013	Common Stock	5,214	$0	0	D
Stock Option (Right to Buy)	$0.42	08/09/2006		D⁽²⁾			10,429	09/27/2001⁽³⁾	12/01/2013	Common Stock	10,429	$0	0	D
Stock Option (Right to Buy)	$0.42	08/09/2006		A⁽²⁾		10,429		09/27/2001⁽³⁾	12/01/2013	Common Stock	10,429	$0	10,429	D
Stock Option (Right to Buy)	$0.42	08/09/2006		M			10,429	09/27/2001⁽³⁾	12/01/2013	Common Stock	10,429	$0	0	D
Stock Option (Right to Buy)	$0.42	08/09/2006		D⁽²⁾			3,571	01/01/2003⁽³⁾	12/01/2013	Common Stock	3,571	$0	0	D
Stock Option (Right to Buy)	$0.42	08/09/2006		A⁽²⁾			3,571	01/01/2003⁽³⁾	12/01/2013	Common Stock	3,571	$0	3,571	D
Stock Option (Right to Buy)	$0.42	08/09/2006		M			3,571	01/01/2003⁽³⁾	12/01/2013	Common Stock	3,571	$0	0	D
Stock Option (Right to Buy)	$0.42	08/09/2006		D⁽²⁾			3,571	02/28/2006⁽³⁾	12/01/2013	Common Stock	3,571	$0	0	D
Stock Option (Right to Buy)	$0.42	08/09/2006		A⁽²⁾		3,571		02/28/2006⁽³⁾	12/01/2013	Common Stock	3,571	$0	3,571	D
Stock Option (Right to Buy)	$0.42	08/09/2006		M			3,571	02/28/2006⁽³⁾	12/01/2013	Common Stock	3,571	$0	0	D
Stock Option (Right to Buy)	$0.42	08/09/2006		D⁽²⁾			95,238	12/01/2004⁽³⁾	12/01/2013	Common Stock	95,238	$0	0	D
Stock Option (Right to Buy)	$0.42	08/09/2006		A⁽²⁾		95,238		12/01/2004⁽³⁾	12/01/2013	Common Stock	95,238	$0	95,238	D
Stock Option (Right to Buy)	$0.42	08/09/2006		M			95,238	12/01/2004⁽³⁾	12/01/2013	Common Stock	95,238	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger between the Issuer, Caliper Life Sciences, Inc. ("Caliper") and Caliper Holdings, Inc. (the "Merger"). In exchange for each share of Issuer common stock, stockholders of the Issuer received .5792 shares of Caliper Common Stock, having a market value of $4.84 (the closing sale price) per share on the effective date of the Merger and a Warrant to purchase .2249 of a share of Caliper Common Stock.

2. Amendment of oustanding option to allow for net exercise results in deemed concellation of option and grant of replacement option.

3. Originally vested as to 25% of the shares on the Date Exercisable and 1/48th per month thereafter; the vesting and exercisability of all options was accelerated as to 100% upon the closing of the Merger.

	/s/ Jason Brady, Attorney-in-fact	08/11/2006
	** 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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