Statement of Changes in Beneficial Ownership (4)
November 12 2015 - 4:13PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Harris William G
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2. Issuer Name
and
Ticker or Trading Symbol
XENOPORT INC
[
XNPT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, Finance and CFO
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(Last)
(First)
(Middle)
C/O XENOPORT, INC., 3410 CENTRAL EXPRESSWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/10/2015
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(Street)
SANTA CLARA, CA 95051
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Options (right to buy)
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$6.38
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11/10/2015
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A
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13000
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(1)
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2/24/2024
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Common Stock
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13000
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$0.00
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26000
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D
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Explanation of Responses:
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(
1)
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On 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 1"), which certification occurred on November 10, 2015, resulting in the vesting of the option as to 6,500 shares on that date. As a result of Performance Criteria 1 being satisfied, in addition to the vesting of the option as to 6,500 shares on November 10, 2015, an additional 6,500 of the shares subject to the option will now vest on November 10, 2016, subject to continuous service.
Note this is in addition to the 13,000 options previously disclosed for meeting certain performance criteria ("Performance Criteria 2") which was certified on January 7, 2015.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Harris William G
C/O XENOPORT, INC.
3410 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051
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SVP, Finance and CFO
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Signatures
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/s/ Stephanie L. Arata
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11/11/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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