SEC Form 4 · accession 0001209191-15-005993
XENOPORT INC · XNPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kim Richard
Officer — SVP, CD&MA and CMO
Period of report
Jan 7, 2015
Accepted (ET)
Jan 22, 2015 · 8:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001130591
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F1,F2 | $6.38 | Jan 7, 2015 | A | 13,000 | A | — | Feb 24, 2024 | Common Stock | 13,000 | 13,000 | D |
| Employee Stock Option (right to buy)F3 | $9.03 | Jan 20, 2015 | A | 22,500 | A | — | Jan 20, 2025 | Common Stock | 22,500 | 22,500 | D |
Explanation of responses
- F1On February 24, 2014, the reporting person was granted a stock option to purchase 26,000 shares of common stock. The option vested as to 6,500 of the shares subject to the option upon the compensation committee's certification that certain performance criteria had been met ("Performance Critieria 2"), which certification occurred on January 7, 2015, resulting in the vesting of the option as to 6,500 shares on that date. As a result of Performance Criteria 2 being satisfied, in addition to the vesting of the option as to 6,500 shares on January 7, 2015, an additional 6,500 of the shares subject to the option will now vest on January 7, 2016, subject to continuous service. (continued on Footnote 2)
- F2(continued) An additional 6,500 shares subject to the option would vest, if at all, upon the compensation committee's certification that certain other performance criteria have been met ("Performance Critieria 1"), which Performance Criteria 1 must be met by December 31, 2015. In the event Performance Critieria 1 is satisfied, the final 6,500 shares subject to the option would vest on the one-year anniversary of the certification date for Performance Criteria 1, subject to continuous service.
- F3On January 20, 2015, the reporting person was granted an option to purchase 22,500 shares of common stock of which 50% of the shares subject to the option will vest, if at all, if the daily volume-weighted average price (the "VWAP") for XenoPort's common stock is greater or equal to $11.00 per share for 30 consecutive trading days ending on or prior to December 31, 2016, and the remaining 50% of the shares subject to the option will vest, if at all, if the daily VWAP for XenoPort's common stock is greater or equal to $13.00 per share for 30 consecutive trading days ending on or prior to December 31, 2018.