SEC Form 4 · accession 0000899243-16-024695
XENOPORT INC · XNPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cathy Friedman
Director
Period of report
Jul 5, 2016
Accepted (ET)
Jul 6, 2016 · 9:51 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 | 22,300 | $7.03 | D | 0 | D | |
| Common StockF1 | Jul 5, 2016 | U | 2,600 | $7.03 | D | 0 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $6.18 | Jul 5, 2016 | D | 15,000 | D | — | May 16, 2022 | Common Stock | 15,000 | 0 | D |
| Stock OptionsF2 | $6.17 | Jul 5, 2016 | D | 15,000 | D | — | May 14, 2023 | Common Stock | 15,000 | 0 | D |
| Stock OptionsF2 | $4.57 | Jul 5, 2016 | D | 15,000 | D | — | Jun 11, 2024 | Common Stock | 15,000 | 0 | D |
| Stock OptionsF2 | $6.04 | Jul 5, 2016 | D | 15,000 | D | — | May 19, 2025 | Common Stock | 15,000 | 0 | D |
| Stock OptionsF2 | $4.35 | Jul 5, 2016 | D | 15,000 | D | — | May 17, 2026 | Common Stock | 15,000 | 0 | D |
| Restricted Stock UnitsF3,F4 | — | Jul 5, 2016 | D | 5,000 | D | — | — | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1Shares held by the Jon Duane & C Friedman TTEES Duane Family Trust U/T/A DTD 07/31/03.
- F2Pursuant 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.
- F3Each restricted stock unit ("RSU") represents the right to receive one share of common stock of XenoPort.
- F4Pursuant 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.