Sec Form 4 Filing - Freund John Gordon @ XENOPORT INC - 2015-11-11

Insider filing report for Changes in Beneficial Ownership
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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
Freund John Gordon
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)
(Last) (First) (Middle)
C/O XENOPORT, INC., 3410 CENTRAL EXPRESSWAY
3. Date of Earliest Transaction (MM/DD/YY)
11/11/2015
(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
Common Stock 11/11/2015 S 909 ( 1 ) D $ 6.6822 488,560 I Through Fund ( 2 )
Common Stock 13,899 D
Common Stock 3,080 I Beneficial Ownership ( 3 )
Common Stock 22,633 I Beneficial Ownership ( 4 )
Common Stock 3,645 I Beneficial Ownership ( 5 )
Common Stock 21,200 I Beneficial Ownership ( 6 )
Common Stock 27 I Beneficial Ownership ( 7 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Freund John Gordon
C/O XENOPORT, INC.
3410 CENTRAL EXPRESSWAY
SANTA CLARA, CA95051
X
Signatures
/s/ Stephanie L. ArataAttorney-in-Fact 11/13/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 22 shares sold from fund Skyline Venture Partners III, LP and 887 shares sold from fund Skyline Venture Partners Qualified Purchaser Fund III, LP. This total of 909 shares were sold at a range of $6.68 to $6.6825. This will bring the respective funds shares of XenoPort, Inc. down to zero.
( 2 )These shares are held by multiple entities. 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.
( 3 )The shares are held by John G. Freund as custodian for his two sons.
( 4 )The shares are owned by a retirement account of which John G. Freund is the beneficiary.
( 5 )The shares are held by the Paul Brooke 1989 Insurance Trust of which John G. Freund is a trustee.
( 6 )The shares are owned by a revocable trust of which John G. Freund is a trustee.
( 7 )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.

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