13G Filing: Flynn James E and Xenoport Inc (XNPT)


Item 1(a).		Name of Issuer:

		XenoPort, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		3410 Central Expressway Santa Clara, California 95051

Item 2(a).		Name of Person Filing:

		James E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P.,

Item 2(b).		Address of Principal Business Office, or if None, Residence:

		James E. Flynn, Deerfield Mgmt, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Management Company, L.P.; 780 Third Avenue, 37th Floor, New York, NY 10017

Item 2(c).		Citizenship:

		Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P. – Delaware limited partnerships James E. Flynn – United States citizen

Item 2(d).		Title of Class of Securities:

		Common Stock

Item 2(e).		CUSIP Number:

		98411C100

Item 3.		If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	o	Broker or dealer registered under Section 15 of the Exchange Act.

(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)	o	Investment company registered under Section 8 of the Investment Company Act.

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);


(h)		o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;


(i)		o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

Page 6 of 14 SEC Filing