Sec Form 4 Filing - BATES GREGORY T @ XENOPORT INC - 2015-11-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BATES GREGORY T 2. Issuer Name and Ticker or Trading Symbol XENOPORT INC [ XNPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Regulatory Affairs & QA (Last) (First) (Middle) 3410 CENTRAL EXPRESSWAY 3. Date of Earliest Transaction (MM/DD/YY) 11/10/2015 (Street) SANTA CLARA, CA95051 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Options (right to buy) $ 6.38 11/10/2015 A 12,000 ( 1 ) 02/24/2024 Common Stock 12,000 $ 0 24,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BATES GREGORY T 3410 CENTRAL EXPRESSWAY SANTA CLARA, CA95051 SVP, Regulatory Affairs & QA Signatures /s/ Stephanie L. Arata 11/11/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 24, 2014, the reporting person was granted a stock option to purchase 24,000 shares of common stock. The option vested as to 6,000 of the shares subject to the option upon the compensation committee's certification that certain performance criteria had been met ("Performance Critieria 1"), which certification occurred on November 10, 2015, resulting in the vesting of the option as to 6,000 shares on that date. As a result of Performance Criteria 1 being satisfied, in addition to the vesting of the option as to 6,000 shares on November 10, 2015, an additional 6,000 of the shares subject to the option will now vest on November 10, 2016, subject to continuous service.Note this is in addition to the 12,000 options previously disclosed for meeting certain performance criteria ("Performance Criteria 2") which was certified on January 7, 2015.

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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