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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol XENOPORT INC [ XNPT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/05/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/05/2016 | U | 22,300 | D | $7.03 | 0 | D | |||
| Common Stock | 07/05/2016 | U | 2,600 | D | $7.03 | 0 | I(1) | By Trust | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options | $6.18 | 07/05/2016 | D | 15,000 | (2) | 05/16/2022 | Common Stock | 15,000 | $7.03 | 0 | D | ||||
| Stock Options | $6.17 | 07/05/2016 | D | 15,000 | (2) | 05/14/2023 | Common Stock | 15,000 | $7.03 | 0 | D | ||||
| Stock Options | $4.57 | 07/05/2016 | D | 15,000 | (2) | 06/11/2024 | Common Stock | 15,000 | $7.03 | 0 | D | ||||
| Stock Options | $6.04 | 07/05/2016 | D | 15,000 | (2) | 05/19/2025 | Common Stock | 15,000 | $7.03 | 0 | D | ||||
| Stock Options | $4.35 | 07/05/2016 | D | 15,000 | (2) | 05/17/2026 | Common Stock | 15,000 | $7.03 | 0 | D | ||||
| Restricted Stock Units | (3) | 07/05/2016 | D | 5,000 | (4) | (4) | Common Stock | 5,000 | $7.03 | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares held by the Jon Duane & C Friedman TTEES Duane Family Trust U/T/A DTD 07/31/03. |
| 2. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated May 21, 2016, by and among XenoPort, Inc. ("XenoPort"), Arbor Pharmaceuticals, LLC ("Arbor") and AP Acquisition Sub, Inc. ("AP Acquisition Sub"), a wholly owned subsidiary of Arbor, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each outstanding and unexercised option to purchase shares of common stock of XenoPort was fully vested, cancelled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to: (A) $7.03 per share minus (B) the exercise price per share of common stock of XenoPort. |
| 3. Each restricted stock unit ("RSU") represents the right to receive one share of common stock of XenoPort. |
| 4. Pursuant to the terms of the Merger Agreement, immediately prior to the Acceptance Time (as defined in the Merger Agreement), each outstanding RSU was fully vested, cancelled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash equal to $7.03 per share. |
| Remarks: |
| /s/ William G. Harris, as Attorney-in-Fact | 07/06/2016 | |
| ** 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. | ||