Cathy Friedman Form 4 XENOPORT / CATHY FRIEDMAN ownership change

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^*

FRIEDMAN CATHY

(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)
05/17/2016

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	05/17/2016		M		5,000	A	$0.00	22,300	D
Common Stock								2,600	I(1)	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Employee Restricted Stock Units	(2)	05/17/2016		M			5,000	(3)	(3)	Common Stock	5,000	$0.00	0	D
Non-Employee Stock Options	$4.35	05/17/2016		A		15,000		(4)	05/17/2026	Common Stock	15,000	$0.00	15,000	D
Non-Employee Restricted Stock Units	(2)	05/17/2016		A		5,000		(5)	(5)	Common Stock	5,000	$0.00	5,000	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. Each restricted stock unit represents a contingent right to receive on share of XenoPort, Inc. common stock.

3. The restricted stock units shall cliff vest in full on the earlier of the one-year anniversary of the grant date, May 19, 2015, or the date of the next annual meeting of the company. The next annual meeting occurred on May 17, 2016.

4. The shares shall vest and become exercisable in a series of 12 successive equal monthly installments measured from the grant date, May 17, 2016.

5. The restricted stock units shall cliff vest in full on the earlier of the one-year anniversary of the grant date, May 17, 2016, or the date of the next annual meeting of the company.

Remarks:

	/s/ William G. Harris Attorney-in-fact	05/19/2016
	** 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).
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