SEC Form 4 · accession 0000899243-16-024687
XENOPORT INC · XNPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kim Richard
Officer — See Remarks
Period of report
Jul 5, 2016
Accepted (ET)
Jul 6, 2016 · 9:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001130591
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 5, 2016 | U | 26,322 | $7.03 | D | 0 | D | |
| Common Stock | Jul 5, 2016 | U | 1,500 | $7.03 | D | 0 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF1 | $5.42 | Jul 5, 2016 | D | 90,000 | D | — | Aug 1, 2023 | Common Stock | 90,000 | 0 | D |
| Stock OptionsF1 | $6.38 | Jul 5, 2016 | D | 50,000 | D | — | Feb 24, 2024 | Common Stock | 50,000 | 0 | D |
| Stock OptionsF1 | $6.38 | Jul 5, 2016 | D | 26,000 | D | — | Feb 24, 2024 | Common Stock | 26,000 | 0 | D |
| Stock OptionsF1 | $4.90 | Jul 5, 2016 | D | 50,000 | D | — | Jan 26, 2026 | Common Stock | 50,000 | 0 | D |
| Restricted Stock UnitsF2,F3 | — | Jul 5, 2016 | D | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Restricted Stock UnitsF2,F3 | — | Jul 5, 2016 | D | 8,500 | D | — | — | Common Stock | 8,500 | 0 | D |
| Restricted Stock UnitsF2,F3 | — | Jul 5, 2016 | D | 7,500 | D | — | — | Common Stock | 7,500 | 0 | D |
| Restricted Stock UnitsF2,F3 | — | Jul 5, 2016 | D | 20,000 | D | — | — | Common Stock | 20,000 | 0 | D |
| Restricted Stock UnitsF2,F3 | — | Jul 5, 2016 | D | 20,000 | D | — | — | Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2Each restricted stock unit ("RSU") represents the right to receive one share of common stock of XenoPort.
- F3Pursuant 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
SENIOR VP OF CLINICAL DEVELOPMENT AND MEDICAL AFFAIRS AND CHIEF MEDICAL OFFICER