SEC Form 4 · accession 0001209191-15-045665
XENOPORT INC · XNPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Gordon Freund
Director
Period of report
May 19, 2015
Accepted (ET)
May 21, 2015 · 7:18 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 | May 19, 2015 | M | 5,000 | $0.00 | A | 13,899 | D | |
| Common StockF1 | holding | — | — | — | 489,469 | I | Through Fund | |
| Common StockF2 | holding | — | — | — | 3,080 | I | Beneficial Ownership | |
| Common StockF3 | holding | — | — | — | 22,633 | I | Beneficial Ownership | |
| Common StockF4 | holding | — | — | — | 3,645 | I | Beneficial Ownership | |
| Common StockF5 | holding | — | — | — | 21,200 | I | Beneficial Ownership | |
| Common StockF6 | holding | — | — | — | 27 | I | Beneficial Ownership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Employee Restricted Stock UnitsF7,F8 | — | May 19, 2015 | M | 5,000 | D | — | — | Common Stock | 5,000 | 0 | D |
| Non-Employee Stock OptionsF9 | $6.04 | May 19, 2015 | A | 15,000 | A | — | May 19, 2025 | Common Stock | 15,000 | 15,000 | D |
| Non-Employee Restricted Stock UnitsF7,F10 | — | May 19, 2015 | A | 5,000 | A | — | — | Common Stock | 5,000 | 5,000 | D |
Explanation of responses
- F1These shares are held by multiple entities. 22 shares are held by Skyline Venture Partners III, L.P., 887 shares are held by Skyline Venture Partners Qualified Purchasers Fund III, L.P., 227 shares are held by Skyline Venture Management III, L.L.C. and 488,333 shares are held by Skyline Venture Partners V, L.P. John G. 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 be 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 therin.
- F10The restricted stock units shall cliff vest in full on earlier of the one-year anniversary of the grant date, May 19, 2015, or the next annual meeting of the company.
- F2The shares are held by John G. Freund as custodian for his two sons.
- F3The shares are owned by a retirement account of which John G. Freund is the beneficiary.
- F4The shares are held by the Paul Brooke 1989 Insurance Trust of which John G. Freund is a trustee.
- F5The shares are owned by a revocable trust of which John G. Freund is a trustee.
- F6The shares are 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 therin.
- F7Each restricted stock unit represents a contingent right to receive one share of XenoPort, Inc. common stock.
- F8The restricted stock units shall cliff vest in full on earlier of the one-year anniversary of the grant date, June 17, 2014, or the next annual meeting of the company. The next annual meeting occurred on May 19, 2015.
- F9The shares shall vest and become exercisable in a series of 12 successive equal monthly installments measured from the grant date, May 19, 2015.