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* Freund John Gordon (Last) (First) (Middle) C/O XENOPORT, INC. 3410 CENTRAL EXPRESSWAY (Street) SANTA CLARA CA 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) 05/19/2015
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2015		M		5,000	A	$0.00	13,899	D
Common Stock								489,469	I(1)	Through Fund
Common Stock								3,080	I(2)	Beneficial Ownership
Common Stock								22,633	I(3)	Beneficial Ownership
Common Stock								3,645	I(4)	Beneficial Ownership
Common Stock								21,200	I(5)	Beneficial Ownership
Common Stock								27	I(6)	Beneficial Ownership

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
Non-Employee Restricted Stock Units	(7)	05/19/2015		M			5,000	(8)	(8)	Common Stock	5,000	$0.00	0	D
Non-Employee Stock Options	$6.04	05/19/2015		A		15,000		(9)	05/19/2025	Common Stock	15,000	$0.00	15,000	D
Non-Employee Restricted Stock Units	(7)	05/19/2015		A		5,000		(10)	(10)	Common Stock	5,000	$0.00	5,000	D

Explanation of Responses:

1. These shares are held by multiple entities. 22 shares are held by Skyline Venture Partners III, L.P., 887 shares are held by Skyline Venture Partners Qualified Purchasers Fund III, L.P., 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.

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

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

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

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

6. 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.

7. Each restricted stock unit represents a contingent right to receive one share of XenoPort, Inc. common stock.

8. The restricted stock units shall cliff vest in full on earlier of the one-year anniversary of the grant date, June 17, 2014, or the next annual meeting of the company. The next annual meeting occurred on May 19, 2015.

9. The shares shall vest and become exercisable in a series of 12 successive equal monthly installments measured from the grant date, May 19, 2015.

10. The restricted stock units shall cliff vest in full on earlier of the one-year anniversary of the grant date, May 19, 2015, or the next annual meeting of the company.

Remarks:

	/s/ Stephanie L. Arata Attorney-in-fact	05/21/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.