SEC Form 4 · accession 0000899243-16-024690

XENOPORT INC · XNPT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John Gordon Freund

Director

Period of report

Jul 5, 2016

Accepted (ET)

Jul 6, 2016 · 9:44 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	D/I	Nature of ownership
Common Stock	Jul 5, 2016	U	15,000	$7.03	D	D
Common Stock^F1	Jul 5, 2016	U	488,560	$7.03	D	I	Through Fund
Common Stock^F2	Jul 5, 2016	U	3,080	$7.03	D	I	By Trust
Common Stock^F3	Jul 5, 2016	U	22,633	$7.03	D	I	By Trust
Common Stock^F4	Jul 5, 2016	U	3,645	$7.03	D	I	By Trust
Common Stock^F5	Jul 5, 2016	U	21,200	$7.03	D	I	By Trust
Common Stock^F6	Jul 5, 2016	U	27	$7.03	D	I	By Trust
Common Stock^F7	Jul 5, 2016	U	3,899	$7.03	D	I	By Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options^F8	$6.18	Jul 5, 2016	D	15,000	D	—	May 16, 2022	Common Stock	15,000	D
Stock Options^F8	$6.17	Jul 5, 2016	D	15,000	D	—	May 14, 2023	Common Stock	15,000	D
Stock Options^F8	$4.57	Jul 5, 2016	D	15,000	D	—	Jun 11, 2024	Common Stock	15,000	D
Stock Options^F8	$6.04	Jul 5, 2016	D	15,000	D	—	Jun 19, 2025	Common Stock	15,000	D
Stock Options^F8	$4.35	Jul 5, 2016	D	15,000	D	—	May 17, 2026	Common Stock	15,000	D
Restricted Stock Units^F9,F10	—	Jul 5, 2016	D	5,000	D	—	—	Common Stock	5,000	D

Explanation of responses

F1These shares were held by multiple entities. 227 shares were held by Skyline Venture Management III, L.L.C. and 488,333 shares were held by Skyline Venture Partners V, L.P. John 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 have been 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 therein.
F10Pursuant 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.
F2The shares were held by John G. Freund as custodian for his two sons.
F3The shares were owned by a retirement account of which John G. Freund is the beneficiary.
F4The shares were held by the Paul Brooke 1989 Insurance Trust of which John G. Freund is a trustee.
F5The shares were owned by a revocable trust of which John G. Freund is a trustee.
F6The shares were 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 therein.
F7The shares were held by a trust which John G. Freund is a trustee. Shares previously disclosed as direct ownership shares.
F8Pursuant 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.
F9Each restricted stock unit ("RSU") represents the right to receive one share of common stock of XenoPort.