XNPT / XenoPort, Inc. - SEC-arkiveringer, Årsrapport, Fullmaktsdokument

XenoPort, Inc.
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to XenoPort, Inc.
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
February 13, 2017 SC 13G/A

XNPT / XenoPort, Inc. / ORBIMED ADVISORS LLC - 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

August 4, 2016 SC 13G/A

XNPT / XenoPort, Inc. / Baker Brothers Advisors LP - SC 13G/A Passive Investment

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

July 15, 2016 15-12G

XenoPort 15-12G

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-51329 XenoPort, Inc. (Exact name of registrant as specified in i

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS 1 d217584ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No. 333-204633 Registration No. 333-203084 Registration No. 333-196806 Registration No. 333-193391 Registration No. 333-185940 Registration No. 333-178947 Registration No. 333-171626 Registration No. 333-166760 Registration No. 333-159021 Registration No. 333-150730 Registration N

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 14, 2016 S-8 POS

XenoPort S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 14, 2016 Registration No.

July 12, 2016 POS AM

XenoPort POS AM

POS AM Registration No. 333-206238 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XenoPort, Inc. (Exact name of registrant as specified in its charter) Delaware 94-3330837 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Six

July 5, 2016 EX-3.2

XENOPORT, INC. AMENDED AND RESTATED BYLAWS

EX-3.2 3 d221469dex32.htm EX-3.2 Exhibit 3.2 XENOPORT, INC. AMENDED AND RESTATED BYLAWS Adopted on July 5, 2016 1. OFFICES 1.1. Registered Office and Agent The registered office of the Corporation shall be as set forth in the Certificate of Incorporation. 1.2. Other Offices The Corporation may have offices at such other places, both inside and outside of the State of Delaware, as the Board of Dire

July 5, 2016 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION XENOPORT, INC. (a Delaware corporation) ARTICLE 1 The name of the corporation is XenoPort, Inc. (the “Corporation”). ARTICLE 2 REGISTERED OFFICE AND AGENT

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XENOPORT, INC. (a Delaware corporation) ARTICLE 1 NAME The name of the corporation is XenoPort, Inc. (the ?Corporation?). ARTICLE 2 REGISTERED OFFICE AND AGENT The address of the Corporation?s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808, and the

July 5, 2016 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 5, 2016 (July 2, 2016) XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation)

July 5, 2016 SC 14D9/A

XenoPort SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment 7 to SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) Common Sto

July 5, 2016 EX-99.(A)(5)(D)

Arbor Pharmaceuticals Completes Successful Tender Offer for Shares of XenoPort

EX-99.(A)(5)(D) Exhibit (a)(5)(d) For Immediate Release Arbor Pharmaceuticals Completes Successful Tender Offer for Shares of XenoPort Atlanta, GA, and Santa Clara, CA ? July 5, 2016 ? Arbor Pharmaceuticals, LLC (?Arbor?) and XenoPort, Inc. (?XenoPort?) (NASDAQ: XNPT) today announced the successful completion of Arbor?s tender offer to purchase all issued and outstanding shares of XenoPort?s commo

July 5, 2016 SC TO-T/A

XenoPort SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 XenoPort, Inc. (Name of Subject Company (Issuer)) AP Acquisition Sub, Inc. (Offeror) a wholly owned subsidiary of Arbor Pharmaceuticals, LLC a wholly owned subsidiary of Arbor Pharmaceutical

June 27, 2016 SC 14D9/A

XenoPort SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment 6 to SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) Common Sto

June 27, 2016 SC TO-T/A

XenoPort SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 XenoPort, Inc. (Name of Subject Company (Issuer)) AP Acquisition Sub, Inc. (Offeror) a wholly owned subsidiary of Arbor Pharmaceuticals, LLC a wholly owned subsidiary of Arbor Pharmaceutical

June 24, 2016 SC 14D9/A

XenoPort SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) Common

June 20, 2016 SC 14D9/A

XenoPort SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) Common

June 20, 2016 SC TO-T/A

XenoPort SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 XenoPort, Inc. (Name of Subject Company (Issuer)) AP Acquisition Sub, Inc. (Offeror) a wholly owned subsidiary of Arbor Pharmaceuticals, LLC a wholly owned subsidiary of Arbor Pharmaceutical

June 16, 2016 SC 14D9/A

XenoPort SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) Common

June 16, 2016 SC TO-T/A

XenoPort SC TO-T/A

SC TO-T/A 1 d214934dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 XenoPort, Inc. (Name of Subject Company (Issuer)) AP Acquisition Sub, Inc. (Offeror) a wholly owned subsidiary of Arbor Pharmaceuticals, LLC a wholly owned sub

June 16, 2016 EX-99.(A)(5)(C)

Arbor Pharmaceuticals and XenoPort Announce the Expiration of the HSR Act Waiting Period

Exhibit (a)(5)(c) For Immediate Release Arbor Pharmaceuticals and XenoPort Announce the Expiration of the HSR Act Waiting Period Atlanta, GA, and Santa Clara, CA — June 16, 2016 — Arbor Pharmaceuticals, LLC (“Arbor”) and XenoPort, Inc.

June 15, 2016 SC 14D9/A

XenoPort SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) Common

June 15, 2016 SC TO-T/A

XenoPort SCHEDULE TO-T/A

Schedule TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 XenoPort, Inc. (Name of Subject Company (Issuer)) AP Acquisition Sub, Inc. (Offeror) a wholly owned subsidiary of Arbor Pharmaceuticals, LLC a wholly owned subsidiary of Arbor Pharmace

June 10, 2016 SC 13G/A

XNPT / XenoPort, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* XenoPort, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98411C100 (CUSIP Number) May 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

June 8, 2016 EX-99.(A)(5)(B)

Dear Colleagues

EX-99.(A)(5)(B) 2 d207649dex99a5b.htm EXHIBIT (A)(5)(B) Exhibit (a)(5)(B) Dear Colleagues We understand that many of you have questions about the tender offer that Arbor Pharmaceuticals, LLC (“Arbor”) commenced on Monday. The answers to many, if not all, of your questions can be found in the Offer to Purchase that Arbor filed with the Securities and Exchange Commission (the “SEC”) and the Solicita

June 8, 2016 SC 14D9/A

XenoPort SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) Common

June 6, 2016 SC 14D9

XenoPort SC 14D9

SC 14D9 1 d192778dsc14d9.htm SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of C

June 6, 2016 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK OF XENOPORT, INC. Pursuant to the Offer to Purchase dated June 6, 2016 AP ACQUISITION SUB, INC. an indirect wholly owned subsidiary of ARBOR PHARMACEUTICALS, INC.

Exhibit (a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK OF XENOPORT, INC.

June 6, 2016 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock XENOPORT, INC. $7.03 NET PER SHARE Pursuant to the Offer to Purchase dated June 6, 2016 AP ACQUISITION SUB, INC. an indirect wholly owned subsidiary of ARBOR PHARMACEUTICALS, INC.

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of XENOPORT, INC.

June 6, 2016 EX-99.(A)(1)(F)

Notice of Offer to Purchase for Cash All of the Outstanding Shares of Common Stock XenoPort, Inc. $7.03 Net Per Share AP Acquisition Sub, Inc. an Indirect Wholly Owned Subsidiary Arbor Pharmaceuticals, Inc.

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

June 6, 2016 EX-99.(A)(1)(A)

Offer To Purchase For Cash All Outstanding Shares of Common Stock XENOPORT, INC. $7.03 PER SHARE, NET IN CASH AP ACQUISITION SUB, INC. an indirect wholly owned subsidiary of ARBOR PHARMACEUTICALS, INC.

EX-99.(A)(1)(A) 2 d202436dex99a1a.htm EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) Offer To Purchase For Cash All Outstanding Shares of Common Stock of XENOPORT, INC. at $7.03 PER SHARE, NET IN CASH by AP ACQUISITION SUB, INC. an indirect wholly owned subsidiary of ARBOR PHARMACEUTICALS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 PM, NEW YORK CITY TIME, ON JULY 1, 2016 UNLESS THE OFFER IS EX

June 6, 2016 EX-99.(D)(2)

MUTUAL CONFIDENTIALITY AGREEMENT

Exhibit (d)(2) MUTUAL CONFIDENTIALITY AGREEMENT THIS MUTUAL CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of April 1, 2016, between XenoPort, Inc.

June 6, 2016 SC TO-T

XenoPort SCHEDULE TO-T

Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 XenoPort, Inc. (Name of Subject Company (Issuer)) AP Acquisition Sub, Inc. (Offeror) a wholly owned subsidiary of Arbor Pharmaceuticals, LLC a wholly owned subsidiary of Arbor Pharmaceuticals, Inc. (Names

June 6, 2016 EX-99.(B)

DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, NY 10005

Exhibit (b) Exhibit (b) EXECUTION VERSION DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC.

June 6, 2016 EX-99.(A)(1)(E)

Offer To Purchase For Cash All Outstanding Shares of Common Stock XENOPORT, INC. $7.03 NET PER SHARE Pursuant to the Offer to Purchase dated June 6, 2016 AP ACQUISITION SUB, INC. an indirect wholly owned subsidiary of ARBOR PHARMACEUTICALS, INC.

EX-99.(A)(1)(E) 6 d202436dex99a1e.htm EXHIBIT (A)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of XENOPORT, INC. at $7.03 NET PER SHARE Pursuant to the Offer to Purchase dated June 6, 2016 by AP ACQUISITION SUB, INC. an indirect wholly owned subsidiary of ARBOR PHARMACEUTICALS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 PM, NEW YORK CITY

June 6, 2016 EX-99.(A)(1)(D)

Offer To Purchase For Cash All Outstanding Shares of Common Stock XENOPORT, INC. $7.03 NET PER SHARE Pursuant to the Offer to Purchase dated June 6, 2016 AP ACQUISITION SUB, INC. an indirect wholly owned subsidiary of ARBOR PHARMACEUTICALS, INC.

Exhibit (a)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of XENOPORT, INC.

May 25, 2016 EX-99.1

6 Concourse Parkway ● Suite 1800 ● Atlanta, GA 30328 | P: 678 334 2421 ● F: 678 334 2433 | www.arborpharma.com

EX-99.1 2 d195040dex991.htm EX-99.1 Exhibit 99.1 Ed Schutter, President & CEO 6 Concourse Pkwy, Suite 1800 Atlanta, GA 30326 May 25, 2016 Dear XenoPort Team: I know by now all of you are aware that Arbor Pharmaceuticals has entered into a definitive agreement to acquire XenoPort, Inc. This pending acquisition is a testament to the company that you have built over the last 15+ years. As mentioned i

May 25, 2016 SC14D9C

XenoPort SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) Common Stock - 98411C100 (C

May 25, 2016 EX-99.1

6 Concourse Parkway ● Suite 1800 ● Atlanta, GA 30328 | P: 678 334 2421 ● F: 678 334 2433 | www.arborpharma.com

EX-99.1 2 d189413dex991.htm EX-99.1 Exhibit 99.1 Ed Schutter, President & CEO 6 Concourse Pkwy, Suite 1800 Atlanta, GA 30326 May 25, 2016 Dear XenoPort Team: I know by now all of you are aware that Arbor Pharmaceuticals has entered into a definitive agreement to acquire XenoPort, Inc. This pending acquisition is a testament to the company that you have built over the last 15+ years. As mentioned i

May 25, 2016 SC TO-C

XenoPort SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 XenoPort, Inc. (Name of Subject Company (Issuer)) AP Acquisition Sub, Inc. an indirect, wholly-owned subsidiary of Arbor Pharmaceuticals, Inc. (Names of Filing Person (Offerors)) Common Stock, $.001 par value pe

May 24, 2016 EX-99.1

PLEASE USE ONLY THE DISCUSSION POINTS AND Q&A BELOW FOR YOUR DISCUSSIONS WITH FIELD EMPLOYEES.

EX-99.1 Exhibit 99.1 XenoPort Q&A for Field Managers to Talk to XenoPort Employees High-level Talking Points for Field Employees The following script is for discussions with field sales employees. PLEASE USE ONLY THE DISCUSSION POINTS AND Q&A BELOW FOR YOUR DISCUSSIONS WITH FIELD EMPLOYEES. ? We are pleased to have announced that we entered into a definitive agreement to be acquired by Arbor Pharm

May 24, 2016 EX-99.2

If asked about the Arbor Pharmaceuticals’ acquisition of XenoPort by Health Care Providers, please provide the following response:

EX-99.2 3 d197621dex992.htm EX-99.2 Exhibit 99.2 XenoPort Talking Points for Health Care Providers If asked about the Arbor Pharmaceuticals’ acquisition of XenoPort by Health Care Providers, please provide the following response: • We are pleased to have announced that we entered into a definitive agreement to be acquired by Arbor Pharmaceuticals, a specialty pharmaceutical company that markets pr

May 24, 2016 SC14D9C

XenoPort SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) Common Stock - 98411C100 (C

May 23, 2016 EX-99.1

Arbor Pharmaceuticals to Acquire XenoPort Acquisition expands neurology product portfolio Enhances sales infrastructure

Exhibit 99.1 For Immediate Release Arbor Pharmaceuticals to Acquire XenoPort Acquisition expands neurology product portfolio Enhances sales infrastructure Atlanta, GA, and Santa Clara, CA — May 23, 2016 — Arbor Pharmaceuticals, LLC (Arbor) and XenoPort, Inc. (XenoPort) (NASDAQ: XNPT) announced today that they have signed a definitive agreement under which Arbor will acquire XenoPort for $7.03 per

May 23, 2016 SC TO-C

XenoPort SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 XenoPort, Inc. (Name of Subject Company (Issuer)) AP Acquisition Sub, Inc. an indirect, wholly-owned subsidiary of Arbor Pharmaceuticals, Inc. (Names of Filing Person (Offerors)) Common Stock, $.001 par value pe

May 23, 2016 SC14D9C

XenoPort SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) Common Stock - 98411C100 (C

May 23, 2016 EX-99.1

Master Q&A

Exhibit 99.1 Master Q&A Who is Arbor Pharmaceuticals? Arbor Pharmaceuticals is a privately owned specialty pharmaceutical company based in Atlanta, Georgia with over 600 employees. Arbor markets prescription products for the cardiovascular, hospital, neuroscience, and pediatric markets. It also has several branded prescription products filed with the FDA and in late stage development. In addition,

May 23, 2016 EX-99.5

Talking Points for Outreach to Key Stakeholders

EX-99.5 Exhibit 99.5 Talking Points for Outreach to Key Stakeholders The following script is for discussions with vendors, partners, consultants, medical advisors, advocacy groups and other key third parties: ? We are pleased to have announced that we entered into a definitive agreement to be acquired by Arbor Pharmaceuticals, a specialty pharmaceutical company that markets prescription products f

May 23, 2016 EX-99.4

Form of Email to Key Medical Advisors, Collaborators and Consultants

EX-99.4 Exhibit 99.4 Form of Email to Key Medical Advisors, Collaborators and Consultants To our medical advisors, collaborators, and consultants, We are pleased to have announced that we entered into a definitive agreement to be acquired by Arbor Pharmaceuticals, a specialty pharmaceutical company that markets prescription products for the cardiovascular, hospital, neuroscience, and pediatric mar

May 23, 2016 EX-99.2

Email Outreach to all Employees

EX-99.2 Exhibit 99.2 Email Outreach to all Employees To all employees: We are pleased to have announced that we entered into a definitive agreement to be acquired by Arbor Pharmaceuticals, a specialty pharmaceutical company that markets prescription products for the cardiovascular, hospital, neuroscience, and pediatric markets. We believe that this transaction provides the best outcome for our com

May 23, 2016 EX-99.3

Form of Email to Investors

EX-99.3 Exhibit 99.3 Form of Email to Investors Dear [personalize name] We are pleased to have announced that we entered into a definitive agreement to be acquired by Arbor Pharmaceuticals, a specialty pharmaceutical company that markets prescription products for the cardiovascular, hospital, neuroscience, and pediatric markets. We believe that this transaction provides the best outcome for our co

May 23, 2016 SC14D9C

XenoPort SC14D9C

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 XENOPORT, INC. (Name of Subject Company) XENOPORT, INC. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) Common Stock - 98411C100 (C

May 23, 2016 EX-99.1

Arbor Pharmaceuticals to Acquire XenoPort Acquisition expands neurology product portfolio Enhances sales infrastructure

EX-99.1 3 d194821dex991.htm EX-99.1 Exhibit 99.1 For Immediate Release Arbor Pharmaceuticals to Acquire XenoPort Acquisition expands neurology product portfolio Enhances sales infrastructure Atlanta, GA, and Santa Clara, CA — May 23, 2016 — Arbor Pharmaceuticals, LLC (Arbor) and XenoPort, Inc. (XenoPort) (NASDAQ: XNPT) announced today that they have signed a definitive agreement under which Arbor

May 23, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (?Agreement?) is made and entered into as of May 21, 2016, by and among: ARBOR PHARMACEUTICALS, LLC a Delaware limited liability company (?Parent?); AP ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (?Acquisition Sub?); and XENOPORT, INC., a Delaware corporatio

May 23, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 21, 2016 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commission Fi

May 19, 2016 8-K

Other Events, Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2016 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commission Fi

May 5, 2016 10-Q

XenoPort 10-Q (Quarterly Report)

10-Q 1 d171465d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

May 5, 2016 EX-10.3

LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

Exhibit 10.3 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of March 26, 2016 (“Execution Date”)

May 5, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2016 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File No.) (I

May 5, 2016 EX-99.1

XenoPort Reports First Quarter Financial Results

EX-99.1 2 a51336540ex991.htm EXHIBIT 99.1 Exhibit 99.1 XenoPort Reports First Quarter Financial Results Doubled HORIZANT net sales year-over-year to $13.7 million, with new prescriptions achieving an all-time high in March Continued to deliver on key corporate objectives SANTA CLARA, Calif.-(BUSINESS WIRE)-May 5, 2016-XenoPort, Inc. (Nasdaq: XNPT) announced today its financial results for the firs

April 11, 2016 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 8, 2016 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction (Commission (IRS Employer of In

April 4, 2016 DEF 14A

XenoPort DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? PreliminaryProxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x DefinitiveProxy Statement ? DefinitiveAdditional Materials ? SolicitingMaterial Pursuant to ? 240.

April 1, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2016 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commission

March 28, 2016 8-K

Entry into a Material Definitive Agreement

8-K 1 d167307d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2016 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporati

February 26, 2016 10-K

XenoPort 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 26, 2016 EX-12.1

FINANCIAL RATIOS

EX-12.1 Exhibit 12.1 FINANCIAL RATIOS The following table sets forth our ratio of earnings to fixed charges and the ratio of our earnings to combined fixed charges and preferred stock dividends for each of the periods presented. Our net losses were insufficient to cover fixed charges and combined fixed charges and preferred stock dividends for each of the periods presented. Because of these defici

February 26, 2016 EX-10.22

XENOPORT, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2014 EQUITY INCENTIVE PLAN)

EX-10.22 Exhibit 10.22 XENOPORT, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2014 EQUITY INCENTIVE PLAN) XenoPort, Inc. (the “Company”), pursuant to Section 6(b) of the Company’s 2014 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award covering the number of restricted stock units (the “Stock Units”) set forth below (the “Award”). This Award shall be evidenc

February 25, 2016 8-K

XenoPort XENOPORT, INC. 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2016 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File N

February 25, 2016 EX-99.1

XenoPort Reports Fourth Quarter and Year-End 2015 Financial Results

EX-99.1 2 a51288112ex991.htm EXHIBIT 99.1 Exhibit 99.1 XenoPort Reports Fourth Quarter and Year-End 2015 Financial Results Full-year 2015 net product sales of HORIZANT® (gabapentin enacarbil) Extended-Release Tablets increased 96% to $39.5 million Total HORIZANT prescribed tablet growth remained strong at 70% year over year* SANTA CLARA, Calif.-(BUSINESS WIRE)-February 25, 2016-XenoPort, Inc. (Nas

February 16, 2016 EX-99

Joint Filer Information

Unassociated Document Joint Filer Information Names: Deerfield International Master Fund, L.

February 16, 2016 SC 13G/A

XNPT / XenoPort, Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

February 16, 2016 SC 13G/A

XNPT / XenoPort, Inc. / Baker Brothers Advisors LP - SC 13G/A Passive Investment

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

February 11, 2016 SC 13G/A

XenoPort SEC SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* XenoPort, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98411C100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 11, 2016 SC 13G/A

XNPT / XenoPort, Inc. / ORBIMED ADVISORS LLC - SCHEDULE 13G AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

January 29, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2016 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commissio

January 29, 2016 EX-10.42

XENOPORT, INC. EMPLOYEE RETENTION BONUS AGREEMENT

EX-10.42 Exhibit 10.42 XENOPORT, INC. EMPLOYEE RETENTION BONUS AGREEMENT THIS EMPLOYEE RETENTION BONUS AGREEMENT (the ?Agreement?) is entered into January 26, 2016 (the ?Effective Date?) by and between XenoPort, Inc., a Delaware corporation (the ?Company?) and William G. Harris (?Recipient?). WHEREAS, the Company considers it essential to the operation of the Company that Recipient be motivated to

January 29, 2016 EX-10.41

Named Executive Officer Compensation Information – 2016 Salaries and Target Bonus Percentages

EX-10.41 2 d117998dex1041.htm EX-10.41 Exhibit 10.41 Named Executive Officer Compensation Information – 2016 Salaries and Target Bonus Percentages The table below provides information regarding the annual base salaries and target bonus percentages for the Company’s named executive officers for the 2016 performance period: Named Executive Officer 2016 Annual Base Salary 2016 Target Bonus Percentage

January 27, 2016 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

January 27, 2016 SC 13G

XNPT / XenoPort, Inc. / Rubric Capital Management, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* XENOPORT, INC. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 98411C100 (CUSIP Number) January 26, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

January 22, 2016 EX-99

Joint Filer Information

Unassociated Document Joint Filer Information Names: Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P. Address: 780 Third Avenue, 37th Floor New York, NY 10017 Designated Filer: James E. Flynn Issuer and Ticker Symbol: XenoPort, Inc. [XNPT] Date of Event Requiring Statement: January 20, 2016 The undersigned, Deerfield Mgmt, L.P., Deerfield Management

January 22, 2016 SC 13G/A

XNPT / XenoPort, Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

November 5, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51329

November 4, 2015 EX-99.1

XenoPort Reports Third Quarter Financial Results HORIZANT Net Product Sales Increase 94% Over Third Quarter 2014

Exhibit 99.1 XenoPort Reports Third Quarter Financial Results HORIZANT Net Product Sales Increase 94% Over Third Quarter 2014 SANTA CLARA, Calif.-(BUSINESS WIRE)-November 4, 2015-XenoPort, Inc. (Nasdaq: XNPT) announced today financial results for the third quarter and nine months ended September 30, 2015. Net product sales for HORIZANT? (gabapentin enacarbil) Extended-Release Tablets nearly double

November 4, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2015 XENOPORT, INC. hi(Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File

October 13, 2015 SC 13G

XNPT / XenoPort, Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

October 6, 2015 SC 13G

XNPT / XenoPort, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

October 1, 2015 EX-10.40

SEVERANCE RIGHTS AGREEMENT SEVERANCE RIGHTS AGREEMENT

EX-10.40 Exhibit 10.40 SEVERANCE RIGHTS AGREEMENT A-1 SEVERANCE RIGHTS AGREEMENT This Severance Rights Agreement (the ?Agreement?) is made and entered into by and between VINCENT J. ANGOTTI (the ?Executive?) and XENOPORT, INC., a Delaware corporation (the ?Company?), effective as of September 29, 2015 (the ?Effective Date?). This Agreement replaces and supersedes all prior agreements on the subjec

October 1, 2015 EX-10.38

XENOPORT, INC.

EX-10.38 2 d83432dex1038.htm EX-10.38 Exhibit 10.38 XENOPORT, INC. October 1, 2015 Ronald W. Barrett, PhD Re: Transition and Consulting Agreement Dear Ron: This letter sets forth the terms of the transition and consulting agreement (the “Agreement”) that XenoPort, Inc. (the “Company”) is extending to you. 1. Transition Date. You resigned as Chief Executive Officer of the Company and from all posit

October 1, 2015 8-K

XenoPort FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2015 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commiss

October 1, 2015 EX-99.1

XenoPort Announces Plan to Focus on its Growing HORIZANT Business and Names Vincent J. Angotti Chief Executive Officer and Director

EX-99.1 Exhibit 99.1 NEWS RELEASE Company Contact: For Immediate Distribution Jackie Cossmon 408-616-7220 [email protected] XenoPort Announces Plan to Focus on its Growing HORIZANT Business and Names Vincent J. Angotti Chief Executive Officer and Director SANTA CLARA, CA – October 1, 2015 – XenoPort, Inc. (Nasdaq: XNPT) announced today a strategic shift to focus on and maximize the value of its comm

October 1, 2015 EX-10.39

XENOPORT, INC.

EX-10.39 Exhibit 10.39 XENOPORT, INC. September 29, 2015 Vincent J. Angotti Re: CEO Appointment Dear Vince: As discussed, we are delighted to promote you to the position of Chief Executive Officer (?CEO?) of XenoPort, Inc. (the ?Company?), effective as of September 29, 2015 (the ?Effective Date?). This promotion is recognition of your prior contributions to the Company, and our confidence in your

September 15, 2015 EX-99.1

XP23829 PHASE 2 PSORIASIS TRIAL

EX-99.1 2 d94286dex991.htm EX-99.1 Exhibit 99.1 XP23829 PHASE 2 PSORIASIS TRIAL PRELIMINARY TOPLINE DATA PRESENTATION SEPTEMBER 15, 2015 © COPYRIGHT 2015 XENOPORT, INC. ALL RIGHTS RESERVED. SAFE HARBOR DISCLAIMER These slides and the accompanying oral presentation by XenoPort, Inc. contain forward-looking statements that involve risks and uncertainties, including all statements relating to future

September 15, 2015 EX-99.2

XenoPort Announces Positive Phase 2 Study Results for XP23829 as a Potential Treatment for Patients with Psoriasis

EX-99.2 Exhibit 99.2 NEWS RELEASE Company Contact: For Immediate Distribution Jackie Cossmon 408-616-7220 [email protected] XenoPort Announces Positive Phase 2 Study Results for XP23829 as a Potential Treatment for Patients with Psoriasis ? Efficacy observed with both 800 mg once-daily and 400 mg twice-daily XP23829 dosing ? XP23829 safe and generally well-tolerated with low incidence of flushing si

September 15, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2015 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction (Commission (IRS Employer

August 19, 2015 CORRESP

XenoPort ESP

CORRESP August 19, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 18, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2015 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commission File Num

August 7, 2015 S-3

XenoPort S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on August 7, 2015 Registration No.

August 7, 2015 EX-4.6

XENOPORT, INC. , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF XENOPORT, INC. FORM OF COMMON STOCK WARRANT AGREEMENT

EX-4.6 EXHIBIT 4.6 XENOPORT, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF XENOPORT, INC. FORM OF COMMON STOCK WARRANT AGREEMENT This COMMON STOCK WARRANT AGREEMENT (this ?Agreement?) is dated as of between XenoPort, Inc., a Delaware corporation (the ?Company?) and , a [corporation] [national banking association] organized and existing under the laws of and having

August 6, 2015 EX-10.2

AMENDED OFFERING DOCUMENT XENOPORT, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN OFFERING DOCUMENT ADOPTED BY THE BOARD OF DIRECTORS: JUNE 12, 2015

Exhibit 10.2 AMENDED OFFERING DOCUMENT XENOPORT, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN OFFERING DOCUMENT ADOPTED BY THE BOARD OF DIRECTORS: JUNE 12, 2015 In this document, capitalized terms not otherwise defined will have the same definitions of such terms as in the XenoPort, Inc. 2015 Employee Stock Purchase Plan. 1. GRANT; OFFERING DATE. (a) The Board hereby authorizes a series of Offerings pur

August 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51329 Xeno

August 5, 2015 EX-99.1

XenoPort Reports Second Quarter Financial Results HORIZANT Net Product Sales Increased 67% Over Second Quarter 2014

Exhibit 99.1 XenoPort Reports Second Quarter Financial Results HORIZANT Net Product Sales Increased 67% Over Second Quarter 2014 SANTA CLARA, Calif.-(BUSINESS WIRE)-August 5, 2015-XenoPort, Inc. (Nasdaq: XNPT) announced today financial results for the second quarter and six months ended June 30, 2015. Total revenues for the second quarter were $8.6 million, compared to $5.3 million for the same pe

August 5, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2015 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File No.)

June 2, 2015 S-8

XenoPort FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on June 2, 2015 Registration No.

May 22, 2015 EX-10.1

XENOPORT, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 27, 2015 APPROVED BY THE STOCKHOLDERS: MAY 19, 2015

Exhibit 10.1 Exhibit 10.1 XENOPORT, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 27, 2015 APPROVED BY THE STOCKHOLDERS: MAY 19, 2015 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company

May 22, 2015 EX-3.3

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XENOPORT, INC.

Exhibit 3.3 Exhibit 3.3 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XENOPORT, INC. XENOPORT, INC., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: FIRST: The name of the Corporation is XenoPort, Inc. The original Certificate of Incorporation of the Corporation was filed with the Dela

May 22, 2015 EX-3.2

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XENOPORT, INC.

Exhibit 3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XENOPORT, INC. XENOPORT, INC., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: FIRST: The name of the Corporation is XenoPort, Inc. The original Certificate of Incorporation of the Corporation was filed with the Dela

May 22, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2015 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commission File Number

May 22, 2015 EX-10.2

XENOPORT, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN OFFERING DOCUMENT ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 27, 2015

Exhibit 10.2 Exhibit 10.2 XENOPORT, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN OFFERING DOCUMENT ADOPTED BY THE BOARD OF DIRECTORS: JANUARY 27, 2015 In this document, capitalized terms not otherwise defined will have the same definitions of such terms as in the XenoPort, Inc. 2015 Employee Stock Purchase Plan. 1. GRANT; OFFERING DATE. (a) The Board hereby authorizes a series of Offerings pursuant to t

May 22, 2015 EX-3.4

AMENDED AND RESTATED BYLAWS XENOPORT, INC. (A DELAWARE CORPORATION) AS AMENDED EFFECTIVE MAY 19, 2015 ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III ST

Exhibit 3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF XENOPORT, INC. (A DELAWARE CORPORATION) AS AMENDED EFFECTIVE MAY 19, 2015 ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 3 Section 7.

May 7, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51329 Xen

May 6, 2015 EX-99.1

XenoPort Reports First Quarter Financial Results

Exhibit 99.1 XenoPort Reports First Quarter Financial Results SANTA CLARA, Calif.-(BUSINESS WIRE)-May 6, 2015-XenoPort, Inc. (Nasdaq: XNPT) announced today its financial results for the first quarter ended March 31, 2015. Revenues for the quarter were $7.1 million, compared to $3.4 million for the same period in 2014. Net loss for the first quarter was $20.4 million, compared to a net loss of $20.

May 6, 2015 8-K

XenoPort XENOPORT, INC. 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2015 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File No.) (I

April 10, 2015 DEF 14A

XenoPort DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

March 27, 2015 S-8

XenoPort S-8

S-8 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 94-3330837 (State of Incorporation) (I.R.S. Employer Identification No.) 3410 Central Expressway Santa Clara, CA 95051 (Address of principal executive offices

March 13, 2015 PRE 14A

XenoPort PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

February 27, 2015 EX-10.31

Executive Officer Compensation Information ? 2015 Salaries and Target Bonus Percentages

Exhibit 10.31 Executive Officer Compensation Information ? 2015 Salaries and Target Bonus Percentages The table below provides information regarding the annual base salaries and target bonus percentages for the Company?s executive officers currently employed by the Company for the 2015 performance period: Named Executive Officer 2015 Annual Base Salary 2015 Target Bonus Percentage(1) Ronald W. Bar

February 27, 2015 EX-12.1

FINANCIAL RATIOS

EX-12.1 Exhibit 12.1 FINANCIAL RATIOS The following table sets forth our ratio of earnings to fixed charges and the ratio of our earnings to combined fixed charges and preferred stock dividends for each of the periods presented. Our net losses were insufficient to cover fixed charges and combined fixed charges and preferred stock dividends for each of the periods presented. Because of these defici

February 27, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51329 XenoPort

February 27, 2015 EX-10.3.3

THIRD AMENDMENT TO LEASE

Exhibit 10.3.3 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is dated for reference purposes as of November 24, 2014 by and between SI 34, LLC, a California limited liability company (“Landlord”), as successor in interest to Sobrato Interests, a California limited partnership (“Sobrato Interests”), and XenoPort, Inc., a Delaware corporation (“Tenant”). Landlord an

February 19, 2015 EX-99.1

XenoPort Reports Fourth Quarter and Year-End 2014 Financial Results

Exhibit 99.1 XenoPort Reports Fourth Quarter and Year-End 2014 Financial Results SANTA CLARA, Calif.-(BUSINESS WIRE)-February 19, 2015-XenoPort, Inc. (Nasdaq:XNPT) announced today its financial results for the fourth quarter and year ended December 31, 2014. Revenues for the fourth quarter were $7.1 million compared to $2.9 million for the same period in 2013. Net loss for the fourth quarter was $

February 19, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2015 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File N

February 17, 2015 SC 13G/A

XenoPort 3G/A (Passive Acquisition of More Than 5% of Shares)

Unassociated Document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) XenoPort, Inc.

February 17, 2015 SC 13G/A

XNPT / XenoPort, Inc. / Baker Brothers Advisors LP - SC 13G/A Passive Investment

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

February 17, 2015 SC 13G/A

XNPT / XenoPort, Inc. / ORBIMED ADVISORS LLC - SCHEDULE 13G AMENDMENT FILING Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 12, 2015 SC 13G/A

XNPT / XenoPort, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* XenoPort, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98411C100 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 3, 2015 EX-4.1

XENOPORT, INC. U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of February 3, 2015 2.50% Convertible Senior Notes due 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10 ARTICLE 2

EX-4.1 EXHIBIT 4.1 EXECUTION VERSION XENOPORT, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 3, 2015 2.50% Convertible Senior Notes due 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 10 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amo

February 3, 2015 EX-4.2

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

EX-4.2 Exhibit 4.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement (the “Amendment”) is made as of the 29th day of January, 2015, by and between XenoPort, Inc., a Delaware corporation (the “Company”), and Computershare Inc., successor rights agent to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC) (the “Rights Agent”). WHEREAS, the Company an

February 3, 2015 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2015 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction (Commission (IRS Employer of Inco

January 28, 2015 EX-99.1

XenoPort Announces Proposed Offering of $100 Million Convertible Senior Notes due 2022

Exhibit 99.1 NEWS RELEASE Company Contact: For Immediate Distribution Jackie Cossmon 408-616-7220 [email protected] XenoPort Announces Proposed Offering of $100 Million Convertible Senior Notes due 2022 SANTA CLARA, CA. – January 28, 2015 – XenoPort, Inc. (Nasdaq: XNPT) announced today that it intends to offer, subject to market and other conditions, $100 million aggregate principal amount of conver

January 28, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2015 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commission Fil

January 16, 2015 EX-10.28

XenoPort, Inc. Corporate Bonus Plan Adopted January 30, 2007 Effective January 1, 2007 Amended and Restated, Effective June 1, 2012 Amended and Restated, Effective January 1, 2015

EX-10.28 EXHIBIT 10.28 XenoPort, Inc. Corporate Bonus Plan Adopted January 30, 2007 Effective January 1, 2007 Amended and Restated, Effective June 1, 2012 Amended and Restated, Effective January 1, 2015 Plan Objectives The objectives of the XenoPort, Inc. Corporate Bonus Plan (the “Plan”) are to: • provide eligible employees of XenoPort, Inc. (the “Company”) with incentives to achieve the highest

January 16, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2015 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission Fil

January 16, 2015 EX-10.31

Named Executive Officer Compensation Information – 2015 Salaries and Target Bonus Percentages

EX-10.31 EXHIBIT 10.31 Named Executive Officer Compensation Information – 2015 Salaries and Target Bonus Percentages The table below provides information regarding the annual base salaries and target bonus percentages for the Company’s named executive officers for the 2015 performance period: Named Executive Officer 2015 Annual Base Salary 2015 Target Bonus Percentage (1) Ronald W. Barrett, PhD Ch

January 12, 2015 EX-99.1

XenoPort Provides Highlights of HORIZANT Prescription Trends and Update on Development for Alcohol Use Disorder

EX-99.1 Exhibit 99.1 NEWS RELEASE Company Contact: For Immediate Distribution Jackie Cossmon 408-616-7220 [email protected] XenoPort Provides Highlights of HORIZANT Prescription Trends and Update on Development for Alcohol Use Disorder SANTA CLARA, CA - January 11, 2015 - XenoPort (NASDAQ:XNPT) today reported an update on prescription trends and further development of HORIZANT® (gabapentin enacarbil

January 12, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2015 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commissio

November 26, 2014 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Prepared by R.R. Donnelley Financial - Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other J

November 5, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51329 XenoPort, Inc. (E

November 4, 2014 EX-99.1

XenoPort Reports Third Quarter Financial Results Reports Significant Year-Over-Year HORIZANT Sales Growth

Exhibit 99.1 XenoPort Reports Third Quarter Financial Results Reports Significant Year-Over-Year HORIZANT Sales Growth SANTA CLARA, Calif.-(BUSINESS WIRE)-November 4, 2014-XenoPort, Inc. (Nasdaq: XNPT) announced today financial results for the third quarter and nine months ended September 30, 2014. Revenues for the third quarter were $31.1 million compared to $2.5 million for the same period in 20

November 4, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

October 16, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction (Commission (IRS Employer of Inco

October 16, 2014 EX-99.1

XenoPort, Inc.

EX-99.1 XenoPort, Inc. Investor Presentation October 2014 © Copyright 2014 XenoPort, Inc. All rights reserved. NASDAQ:XNPT Exhibit 99.1 These slides and the accompanying oral presentation by XenoPort, Inc. contain forward-looking statements that involve risks and uncertainties, including statements relating to the commercial opportunity and value proposition for HORIZANT; potential future sales an

October 10, 2014 EX-99.1

AGREEMENT

EX-99.1 2 v391157ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of XenoPort, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them. October 10, 2014 BAKER BROS. ADVISORS LP By: Ba

October 10, 2014 SC 13G

XNPT / XenoPort, Inc. / Baker Brothers Advisors LP - SC 13G Passive Investment

SC 13G 1 v391157sc13g.htm SC 13G SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.)* XenoPort, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98411C100 (CUSIP Number) September 2, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

August 7, 2014 EX-10.22

CHANGE OF CONTROL AGREEMENT

Exhibit 10.22 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the “Agreement”) is made and entered into by and between [ ] (the “Executive”) and XENOPORT, INC., a Delaware corporation (the “Company”), effective as of July 14, 2014. This Agreement is an amendment and restatement of, and supersedes, the Change of Control Agreement between the Executive and the Company dated [ ] (and su

August 7, 2014 EX-10.29

XENOPORT, INC. 2014 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE (INITIAL GRANT)

Exhibit 10.29 XENOPORT, INC. 2014 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE (INITIAL GRANT) XenoPort, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stoc

August 7, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51329 Xeno

August 7, 2014 EX-10.30

XENOPORT, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE (2014 EQUITY INCENTIVE PLAN)

Exhibit 10.30 XENOPORT, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE (2014 EQUITY INCENTIVE PLAN) XenoPort, Inc. (the ?Company?), pursuant to Section 6(b) of the Company?s 2014 Equity Incentive Plan (the ?Plan?), hereby awards to Participant a Restricted Stock Unit Award covering the number of stock units (the ?Stock Units?) set forth below (the ?Award?). This Award shall be evide

August 7, 2014 EX-10.32

DIRECTOR COMPENSATION POLICY XENOPORT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ADOPTED BY THE BOARD OF DIRECTORS: MARCH 17, 2014 APPROVED BY STOCKHOLDERS: JUNE 11, 2014

Exhibit 10.32 DIRECTOR COMPENSATION POLICY XENOPORT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ADOPTED BY THE BOARD OF DIRECTORS: MARCH 17, 2014 APPROVED BY STOCKHOLDERS: JUNE 11, 2014 Each member of the board of directors (the ?Board?) of XenoPort, Inc. (the ?Company?) who is not an employee of the Company or any parent or subsidiary of the Company (each, a ?Non-Employee Director?) will be e

August 6, 2014 EX-99.1

XenoPort Reports Second Quarter Financial Results HORIZANT Net Product Sales Increased 66% Over First Quarter 2014

Exhibit 99.1 XenoPort Reports Second Quarter Financial Results HORIZANT Net Product Sales Increased 66% Over First Quarter 2014 SANTA CLARA, Calif.-(BUSINESS WIRE)-August 6, 2014-XenoPort, Inc. (Nasdaq: XNPT) announced today financial results for the second quarter and six months ended June 30, 2014. Total revenues for the second quarter were $5.3 million, compared to $2.1 million for the same per

August 6, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2014 XENOPORT, INC (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction (Commission (IRS Employer of Incorporati

June 24, 2014 EX-2.1

LICENSE AGREEMENT

EX-2.1 2 d748291dex21.htm EX-2.1 Exhibit 2.1 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. LICENSE AGREEMENT This License Agreement (hereinafter, “Agreement”), dated as of May 14, 2014 (“Execution Date”), between XenoPort, Inc.,

June 24, 2014 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Prepared by R.R. Donnelley Financial - Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Juris

June 16, 2014 EX-10.3

XENOPORT, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2014 EQUITY INCENTIVE PLAN)

EX-10.3 Exhibit 10.3 XENOPORT, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2014 EQUITY INCENTIVE PLAN) XenoPort, Inc. (the “Company”), pursuant to Section 6(b) of the Company’s 2014 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award covering the number of restricted stock units (the “Stock Units”) set forth below (the “Award”). This Award shall be evidenced

June 16, 2014 EX-10.1

XENOPORT, INC. 2014 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 21, 2014 APPROVED BY THE STOCKHOLDERS: JUNE 11, 2014

EX-10.1 Exhibit 10.1 XENOPORT, INC. 2014 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 21, 2014 APPROVED BY THE STOCKHOLDERS: JUNE 11, 2014 1. GENERAL. (a) Successor to and Continuation of Prior Plans. The Plan is intended as the successor to, and continuation of, the XenoPort, Inc. 2005 Equity Incentive Plan, the XenoPort, Inc. 2005 Non-Employee Directors’ Stock Option Plan an

June 16, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commission F

June 16, 2014 EX-10.2

XENOPORT, INC. 2014 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE

EX-10.2 Exhibit 10.2 XENOPORT, INC. 2014 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE XenoPort, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option

June 16, 2014 S-8

- S-8

S-8 As filed with the Securities and Exchange Commission on June 16, 2014 Registration No.

June 6, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

June 6, 2014 DEFA14A

- DEFA14A

DEFA14A 1 d741078ddefa14a.htm DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Addi

June 6, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

June 5, 2014 DFAN14A

- XENOPORT, INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 XenoPort, Inc.

June 5, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

June 3, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

June 3, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

June 2, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

May 30, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

May 29, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

May 28, 2014 DFAN14A

- XENOPORT, INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 XenoPort, Inc.

May 28, 2014 DEFA14A

- DEFA14A

DEFA14A 1 d733887ddefa14a.htm DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Addi

May 22, 2014 DFAN14A

- XENOPORT, INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 XenoPort, Inc.

May 21, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File No

May 21, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

May 21, 2014 EX-99.1

Copyright 2014 XenoPort, Inc. All rights reserved.

EX-99.1 © Copyright 2014 XenoPort, Inc. All rights reserved. NASDAQ:XNPT Exhibit 99.1 The Right Strategy and Board to Build Stockholder Value These slides and the accompanying oral presentation by XenoPort, Inc. contain forward-looking statements that involve risks and uncertainties, including statements relating to the commercial opportunity and value proposition for HORZIANT; potential future sa

May 21, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

May 20, 2014 DEFA14A

- DEFA14A

DEFA14A 1 d729242ddefa14a.htm DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Addi

May 20, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

May 19, 2014 DFAN14A

- XENOPORT, INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement þ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 XenoPort, Inc.

May 15, 2014 8-K

Entry into a Material Definitive Agreement - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commission File Nu

May 13, 2014 DFAN14A

- CLINTON GROUP INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 XenoPort, Inc.

May 13, 2014 EX-99

EX-99

EXHIBIT 1

May 13, 2014 DFAN14A

-

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 XenoPort, Inc.

May 9, 2014 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

May 9, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51329 Xen

May 9, 2014 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

May 9, 2014 EX-10.22

CHANGE OF CONTROL AGREEMENT

Exhibit 10.22 CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the “Agreement”) is made and entered into by and between [ ] (the “Executive”) and XENOPORT, INC., a Delaware corporation (the “Company”), effective as of [ ]. RECITALS It is expected that the Company from time to time may consider the possibility of an acquisition by another company or other change of control. The Board o

May 9, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

May 8, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - XENOPORT, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File No.) (I

May 8, 2014 EX-99.1

XenoPort Reports First Quarter Financial Results

Exhibit 99.1 XenoPort Reports First Quarter Financial Results SANTA CLARA, Calif.-(BUSINESS WIRE)-May 8, 2014-XenoPort, Inc. (Nasdaq: XNPT) announced today its financial results for the first quarter ended March 31, 2014. Revenues for the quarter were $3.4 million, compared to $0.5 million for the same period in 2013. Net loss for the first quarter was $20.5 million, compared to a net loss of $23.

May 8, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

April 25, 2014 EX-99

Clinton Group INFORMATION FOR SHAREHOLDERS OF XENOPORT, INC. XenoPort - Definitive Proxy Statement

EXHIBIT 3 Clinton Group INFORMATION FOR SHAREHOLDERS OF XENOPORT, INC. XenoPort - Definitive Proxy Statement

April 25, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

April 25, 2014 DEFC14A

- XENOPORT, INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 XenoPort, Inc.

April 25, 2014 EX-99

Clinton Group Announces Availability of Definitive Proxy Materials for XenoPort Annual Meeting

EXHIBIT 2 Clinton Group Announces Availability of Definitive Proxy Materials for XenoPort Annual Meeting NEW YORK, April 25, 2014 /PRNewswire/ - Clinton Group, Inc.

April 25, 2014 DFAN14A

- XENOPORT, INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [ x ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 XenoPort, Inc.

April 25, 2014 EX-99

Clinton Group, Inc. 601 Lexington Avenue, 51st Floor New York, New York 10022 April 25, 2014

EXHIBIT 1 Clinton Group, Inc. 601 Lexington Avenue, 51st Floor New York, New York 10022 April 25, 2014 To Our Fellow Stockholders of XenoPort: We are investors alongside you in XenoPort, Inc. (“XenoPort” or the “Company”). We seek to improve our collective investment prospects and hope you will assist us. Being an investor in XenoPort has been a disappointing affair. For the one-, three- and five-

April 23, 2014 PRRN14A

- XENOPORT, INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 XenoPort, Inc.

April 23, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

April 22, 2014 DEFC14A

- DEFC14A

DEFC14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

April 22, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

April 22, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

April 22, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

April 16, 2014 PRRN14A

- CLINTON GROUP INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 XenoPort, Inc.

April 11, 2014 CORRESP

-

CORRESP Nancy H. Wojtas T: +1 650 843 5819 [email protected] VIA EDGAR April 11, 2014 Daniel F. Duchovny Special Counsel, Office of Mergers and Acquisitions United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: XenoPort, Inc. Preliminary Proxy Statement on Schedule 14A filed April 3, 2014 File No. 000-51329 Ladies and Gentlemen: On behalf of XenoPort,

April 11, 2014 PRER14A

- PRER14A

PRER14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 11, 2014 PRRN14A

- XENOPORT, INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 3, 2014 PREC14A

- PREC14A

PREC14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

March 28, 2014 PREC14A

- CLINTON GROUP INC.

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 XenoPort, Inc.

February 28, 2014 EX-10.26

Executive Officer Compensation Information ? 2014 Salaries and Target Bonus Percentages

Exhibit 10.26 Executive Officer Compensation Information ? 2014 Salaries and Target Bonus Percentages The table below provides information regarding the annual base salaries and target bonus percentages for the Company?s executive officers currently employed by the Company for the 2014 performance period: Named Executive Officer 2014 Annual Base Salary 2014 Target Bonus Percentage(1) Ronald W. Bar

February 28, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 28, 2014 EX-12.1

FINANCIAL RATIOS

EX-12.1 Exhibit 12.1 FINANCIAL RATIOS The following table sets forth our ratio of earnings to fixed charges and the ratio of our earnings to combined fixed charges and preferred stock dividends for each of the periods presented. Our net losses were insufficient to cover fixed charges and combined fixed charges and preferred stock dividends for each of the periods presented. Because of these defici

February 28, 2014 EX-99.1

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE LOSS

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE LOSS On May 1, 2013, pursuant to a Termination and Transition Agreement entered into between XenoPort Inc. (the ?Company? or ?XenoPort?) and Glaxo Group Limited (?GSK?) on November 8, 2012 (the ?Termination Agreement?), XenoPort completed the reacquisition of the exclusive rights to commercialize, promote, manufacture a

February 21, 2014 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting Material Pursuant to §240.

February 20, 2014 EX-99.1

XenoPort Reports Fourth Quarter and Year-End 2013 Financial Results

Exhibit 99.1 XenoPort Reports Fourth Quarter and Year-End 2013 Financial Results SANTA CLARA, Calif.-(BUSINESS WIRE)-February 20, 2014-XenoPort, Inc. (Nasdaq:XNPT) announced today its financial results for the fourth quarter and year ended December 31, 2013. Revenues for the fourth quarter were $2.9 million, compared to $0.5 million for the same period in 2012. Net loss for the fourth quarter was

February 20, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - XENOPORT, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File N

February 14, 2014 SC 13G/A

XNPT / XenoPort, Inc. / Flynn James E Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

February 14, 2014 SC 13G/A

XNPT / XenoPort, Inc. / Wellington Management Group LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* XenoPort, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98411C100 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 14, 2014 SC 13G/A

XNPT / XenoPort, Inc. / ORBIMED ADVISORS LLC - SCHEDULE 13G AMENDMENT FILING Passive Investment

SC 13G/A 1 xnpt123113a1.htm SCHEDULE 13G AMENDMENT FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* XenoPort, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98411C100 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 13, 2014 SC 13G/A

XNPT / XenoPort, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - XNPT AS OF 12/31/2013 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* XENOPORT INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 98411C100 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is fil

February 12, 2014 SC 13G/A

XNPT / XenoPort, Inc. / VANGUARD GROUP INC Passive Investment

xenoportinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: XenoPort Inc Title of Class of Securities: Common Stock CUSIP Number: 98411C100 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designat

January 24, 2014 424B5

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 26, 2013 12,000,000 Shares Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) File No. 333-189933 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 26, 2013 12,000,000 Shares Common Stock We are offering 12,000,000 shares of our common stock as described in this prospectus supplement and the accompanying prospectus. Our common stock is listed on The NASDAQ Global Select Market under the symbol “XNPT.” The closing price o

January 24, 2014 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commissio

January 24, 2014 EX-1.1

12,000,000 Shares XENOPORT, INC. Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 EXECUTION VERSION 12,000,000 Shares XENOPORT, INC. Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENT January 23, 2014 CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the Several Underwriters, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. Introductory. XenoPort, Inc., a Delaware corporation (“Company”), agrees with the several Underwriters

January 21, 2014 8-K

Regulation FD Disclosure - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commissio

January 21, 2014 424B5

SUBJECT TO COMPLETION, DATED JANUARY 21, 2014 PRELIMINARY PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 26, 2013 10,000,000 Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Table of Contents Filed Pursuant to Rule 424(b)(5) File No.

January 17, 2014 EX-10.39

Named Executive Officer Compensation Information – 2014 Salaries and Target Bonus Percentages

EX-10.39 Exhibit 10.39 Named Executive Officer Compensation Information – 2014 Salaries and Target Bonus Percentages The table below provides information regarding the annual base salaries and target bonus percentages for the Company’s named executive officers (as defined under applicable securities laws) for the 2014 performance period: Named Executive Officer 2014 Annual Base Salary 2014 Target

January 17, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File No

January 16, 2014 S-8

- S-8

S-8 As filed with the Securities and Exchange Commission on January 16, 2014 Registration No.

January 14, 2014 EX-99.1

XenoPort Provides Updates on XP23829 Development and HORIZANT Performance Highlights

EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Distribution Company Contact: Jackie Cossmon 408-616-7220 [email protected] XenoPort Provides Updates on XP23829 Development and HORIZANT Performance Highlights SANTA CLARA, CA – January 12, 2014 – XenoPort (Nasdaq: XNPT) today reported an update on XP23289 development, including feedback from the U.S. Food and Drug Administration (FDA) on the potentia

January 14, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2014 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commissio

November 12, 2013 SC 13G/A

XNPT / XenoPort, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - XNPT AS OF 10/31/2013 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* XENOPORT INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 98411C100 (CUSIP Number) October 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is file

November 8, 2013 EX-10.35

MASTER MANUFACTURING AND SUPPLY AGREEMENT XenoPort, Inc., Patheon Pharmaceuticals Inc., DATED AS OF September 25, 2013. TABLE OF CONTENTS Page Article I Definitions 1 Article II Master Agreement Terms 9 Article III Equipment 9 3.1 General 9 3.2 Pathe

Exhibit 10.35 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. MASTER MANUFACTURING AND SUPPLY AGREEMENT BETWEEN XenoPort, Inc., AND Patheon Pharmaceuticals Inc., DATED AS OF September 25, 2013. TABLE OF CONTENTS Page Article I Defi

November 8, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51329

November 7, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - XENOPORT, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2013 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File No

November 7, 2013 EX-99.1

XenoPort Reports Third Quarter Financial Results Announces Encouraging Pharmacodynamic Data from Previous XP23829 Phase 1 Trial

Exhibit 99.1 XenoPort Reports Third Quarter Financial Results Announces Encouraging Pharmacodynamic Data from Previous XP23829 Phase 1 Trial SANTA CLARA, Calif.-(BUSINESS WIRE)-November 7, 2013-XenoPort, Inc. (Nasdaq: XNPT) announced today financial results for the third quarter and nine months ended September 30, 2013. Revenues for the third quarter were $2.5 million, compared to $0.4 million for

September 26, 2013 8-K

Entry into a Material Definitive Agreement - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2013 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware 000-51329 94-3330837 (State or Other Jurisdiction of Incorporation) (Commission F

September 11, 2013 8-K

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2013 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commissi

August 7, 2013 EX-10.34

Non-Employee Director Compensation Program Effective July 1, 2013

Exhibit 10.34 Non-Employee Director Compensation Program Effective July 1, 2013 CASH COMPENSATION Effective July 1, 2013, each member of our board of directors who is not our employee receives the following cash compensation for board services, as applicable: ? $50,000 per year for service as a board of directors member (paid as a quarterly retainer); ? $15,000 per year for service as lead indepen

August 7, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 6, 2013 EX-99.1

XenoPort Reports Second Quarter Financial Results

Exhibit 99.1 XenoPort Reports Second Quarter Financial Results SANTA CLARA, Calif.-(BUSINESS WIRE)-August 6, 2013-XenoPort, Inc. (Nasdaq: XNPT) announced today financial results for the second quarter and six months ended June 30, 2013. Revenues for the second quarter were $2.1 million, compared to $10.4 million for the same period in 2012. Net loss for the second quarter was $24.4 million, compar

August 6, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - XENOPORT, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2013 XENOPORT, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-51329 94-3330837 (Commission File No.)

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